10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 333-173746

DELTA TUCKER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-2525959
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1700 Old Meadow Road, McLean, Virginia 22102

(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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes o No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  þNo  o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes o No  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  oNo  þ

As of March 30, 2016, the registrant had 100 shares of its common stock outstanding.

DELTA TUCKER HOLDINGS, INC.

TABLE OF CONTENTS

PART I.		Page
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	25
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	103
Item 9A.	Controls and Procedures	103
Item 9B.	Other Information	104
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	104
Item 11.	Executive Compensation	110
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	126
Item 13.	Certain Relationships and Related Transactions and Director Independence	127
Item 14.	Principal Accountant Fees and Services	128
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	129

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Forward-Looking Statements

This Annual Report on Form 10-K contains various forward-looking statements regarding future events and our future results that are subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995 under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). Without limiting the foregoing, the words "believes," "thinks," "anticipates," "plans," "expects" and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties. Statements regarding the amount of our backlog and estimated total contract values are other examples of forward-looking statements. We caution that these statements are further qualified by important economic, competitive, governmental, international and technological factors that could cause our business, strategy, projections or actual results or events to differ materially, or otherwise, from those in the forward-looking statements. These factors, risks and uncertainties include, among others, the following:

• our substantial level of indebtedness, our ability to refinance or amend the terms of that indebtedness, and changes in availability of capital and cost of capital;

• the ability to refinance, amend or generate sufficient cash to repay our Senior Credit Facility, consisting of our Term Loan (as defined herein) and Revolver (as defined herein), maturing on July 7, 2016, or to refinance, amend or repay our other indebtedness, including any future indebtedness, which may force us to take other actions to satisfy our obligations under our indebtedness, which may not be successful;

• the future impact of mergers, acquisitions, divestitures, joint ventures or teaming agreements;

• the outcome of any material litigation, government investigation, audit or other regulatory matters;

• restatement of our financial statements causing credit ratings to be downgraded or covenant violations under our debt agreements;

• policy and/or spending changes implemented by the Obama Administration, any subsequent administration or Congress, including any further changes to the sequestration that the United States ("U.S.") Department of Defense ("DoD") is currently operating under;

• termination or modification of key U.S. government or commercial contracts, including subcontracts;

• changes in the demand for services that we provide or work awarded under our contracts, including without limitation, the Bureau for International Narcotics and Law Enforcement Affairs, Office of Aviation ("INL Air Wing"), Contract Field Teams ("CFT") and Logistics Civil Augmentation Program ("LOGCAP IV") contracts;

• the outcome of recompetes on existing programs, including but not limited to any upcoming recompetes on the INL Air Wing or War Reserve Materiel programs;

• changes in the demand for services provided by our joint venture partners;

• changes due to pursuit of new commercial business in the U.S. and abroad;

• activities of competitors and the outcome of bid protests;

• changes in significant operating expenses;

• impact of lower than expected win rates for new business;

• general political, economic, regulatory and business conditions in the U.S. or in other countries in which we operate;

• acts of war or terrorist activities, including cyber security threats;

• variations in performance of financial markets;

• the inherent difficulties of estimating future contract revenue and changes in anticipated revenue from indefinite delivery, indefinite quantity ("IDIQ") contracts and indefinite quantity contracts ("IQC");

• the timing or magnitude of any award, performance or incentive fee granted under our government contracts;

• changes in expected percentages of future revenue represented by fixed-price and time-and-materials contracts, including increased competition with respect to task orders subject to such contracts;

• decline in the estimated fair value of a reporting unit resulting in a goodwill impairment and a related non-cash impairment charged against earnings;

• changes in underlying assumptions, circumstances or estimates may have a material adverse effect upon the profitability of one or more contracts and our performance;

• changes in our tax provisions or exposure to additional income tax liabilities that could affect our profitability and cash flows;

• uncertainty created by management turnover;

• termination or modification of key subcontractor performance or delivery;

• the ability to receive timely payments from prime contractors where we act as a subcontractor; and

• statements covering our business strategy, those described in "Item 1A. Risk Factors" of this Annual Report on Form 10-K and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission ("SEC").

Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances and therefore, there can be no assurance that any forward-looking statements contained herein will prove to be accurate. We assume no obligation to update the forward-looking statements.

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Fiscal Year     

The Company's quarterly period ends on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. This Annual Report on Form 10-K reflects the consolidated financial results of the Company for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Included in this Annual Report on Form 10-K are our audited consolidated statements of operations, consolidated statements of comprehensive loss and the related statements of (deficit) equity and cash flows for the years ended December 31, 2015, December 31, 2014 and December 31, 2013. The audited consolidated balance sheets are included for the periods as of December 31, 2015 and December 31, 2014.

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PART I

ITEM 1. BUSINESS.

Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and its consolidated subsidiaries. The Company was incorporated in the state of Delaware on April 1, 2010. On July 7, 2010, DynCorp International Inc. ("DynCorp International") completed a merger with Delta Tucker Sub, Inc., a wholly owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger dated as of April 11, 2010, Delta Tucker Sub, Inc. merged with and into DynCorp International, with DynCorp International becoming the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). DynCorp International wholly owns DynCorp International, LLC, which functions as the operating company.

The Delta Tucker Holdings, Inc. consolidated financial statements, included elsewhere in this Annual Report on Form 10-K, have been prepared pursuant to accounting principles generally accepted in the United States of America ("GAAP").

Overview

We are a leading global services provider offering unique, tailored solutions for an ever-changing world. Built on approximately seven decades of experience as a trusted partner to commercial, government and military customers, we provide sophisticated aviation solutions, law enforcement training and support, base and logistics operations, intelligence training, rule of law development, construction management, international development, ground vehicle support, counter-narcotics aviation, platform services and operations and linguist services.

Our customers include the U.S. Department of Defense ("DoD"), the U.S. Department of State ("DoS"), foreign governments, commercial customers and certain other U.S. federal, state and local government departments and agencies. Revenue from the U.S. government accounted for approximately 93%, 94% and 96% of total revenue for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, respectively. Our contracts’ revenue and percentage of total revenue from the U.S. government may fluctuate from year to year. These fluctuations can be due to contract length or contract structure, such as with IDIQ type contracts. IDIQ type contracts are often awarded to multiple contractors and provide the opportunity for awarded contractors to bid on task orders issued under the contract.

Contract Types

Our contracts typically have a term of three to ten years consisting of a base period with multiple option periods. Our contracts typically are awarded for an estimated dollar value based on the forecast of services to be provided under the contract over its maximum life. In addition, we have historically received additional revenue through increases in program scope beyond that of the original contract. These contract modifications typically consist of "over and above" requests derived from changes in customer requirements. The U.S. government is not obligated to exercise options under a contract after the base period. At the time of completion of the contract term of a U.S. government contract, the contract may be re-competed to the extent the service is still required.

Our contracts with the U.S. government or the government’s prime contractor (to the extent that we are a subcontractor) generally contain standard, unilateral provisions under which the customer may terminate for convenience or default. U.S. government contracts generally also contain provisions that allow the U.S. government to unilaterally suspend us from obtaining new contracts and reduce the value of existing contract spend, pending the resolution of alleged violations of laws or regulations.

Most of our contracts are to provide services, rather than products, to our customers, resulting in the majority of costs being labor related. For this reason, we staff flexibly for each contract. If we lose a contract, we terminate or reassign the employees associated with the contract, hence cutting direct cost and overhead. Generally, elimination of employees would not generate significant separation costs other than those that would be incurred in the normal course of business and would generally be recoverable under applicable contract terms.

The types of services we perform also support our scalability as our primary capital requirements are working capital, which are variable with our overall revenue stream. The nature of our contracts does not generally require investments in fixed assets, and we do not have significant fixed asset investments tied to a single contract upon which our business materially depends. Additionally, our contract mix gives us a degree of flexibility to deploy assets purchased for certain programs to other programs in cases where the scope of our deliverables changes.

Our business generally is performed under fixed-price, time-and-materials or cost-reimbursement contracts. Each of these are described below:

• Fixed-Price Type Contracts: In a fixed-price contract, the price is generally not subject to adjustment based on costs incurred, which can favorably or adversely impact our profitability depending upon our execution in performing the

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contracted service. Our fixed-price contracts may include firm fixed-price, fixed-price with economic adjustment, and fixed-price incentive elements.

• Time-and-Materials Type Contracts: Time-and-materials type contracts provide for acquiring supplies or services on the basis of direct labor hours at fixed hourly/daily rates plus materials at cost.

• Cost-Reimbursement Type Contracts: Cost-reimbursement type contracts provide for payment of allowable incurred costs, to the extent prescribed in the contract, plus a fixed-fee, award-fee, incentive-fee or a combination thereof. Award-fees or incentive-fees are generally based upon various objective and subjective criteria, such as aircraft mission capability rates and meeting cost targets. Award and incentive fees are excluded from estimated total contract revenue until a reasonably determinable estimate of award and incentive fees can be made.

A single contract may be performed under one or more of the contracts types discussed above. Any of these three types of contracts may be executed under an IDIQ contract, which are often awarded to multiple contractors. An IDIQ contract does not represent a firm order for services. Our CFT and LOGCAP IV programs are two examples of IDIQ contracts. When a customer wishes to order services under an IDIQ contract, the customer issues a task order request for proposal to the contractor awardees. The contract awardees then submit proposals to the customer and task orders are typically awarded under a best-value approach. However, many IDIQ contracts permit the customer to direct work to a particular contractor.

Our historical contract mix by type, as a percentage of revenue, is indicated in the table below.

	Delta Tucker Holdings, Inc.
	For the years ended
Contract Type	December 31, 2015		December 31, 2014		December 31, 2013
Fixed-Price	44	%	26	%	23	%
Time-and-Materials	5	%	12	%	10	%
Cost-Reimbursement	51	%	62	%	67	%
Totals	100	%	100	%	100	%

Cost-reimbursement type contracts typically perform at lower margins than other contract types but carry lower risk of loss. The reduction in the cost-reimbursement contract type reflected in the table above is primarily due to the reductions in the Afghan Area of Responsibility ("AOR") task order under the LOGCAP IV program. We anticipate cost-reimbursement type contracts will continue to represent a large portion of our business for calendar year 2016.

Under many of our contracts, we may rely on subcontractors to perform all or a portion of the services we are obligated to provide to our customers. We use subcontractors primarily for specialized, technical labor and certain functions such as construction and catering. We often enter into subcontract arrangements in order to meet government requirements that certain categories of services be awarded to small businesses.

Operating and Reportable Segments

We have two operating and reporting segments: DynAviation and DynLogistics. The DynAviation and DynLogistics segments operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations (“FAR”), Cost Accounting Standards (“CAS”) and audits by various U.S. federal agencies. See Note 11 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of segments. Prior to August 2014, we had a DynGlobal segment, which has been realigned into a business development initiative focused on achieving our global growth objectives for DynAviation and DynLogistics. We continue to use the “DynGlobal” name as a brand to pursue international and commercial business.

A description of each of our Reportable Segments is discussed further below.

DynAviation

This segment provides worldwide maintenance of aircraft fleet and ground vehicles, which includes logistics support on aircraft and aerial firefighting services, weapons systems, and related support equipment to the DoD, other U.S. government agencies and direct contracts with foreign governments. This segment also provides foreign assistance programs to help foreign governments improve their ability to develop and implement national strategies and programs to prevent the production, trafficking and abuse of illicit drugs. The INL Air Wing and T-6 Contractor Operated and Maintained Base Supply ("T-6 COMBS") programs are two of the most significant programs in the DynAviation segment. The INL Air Wing program supports governments in multiple Latin American countries and provides support and assistance with interdiction services in Afghanistan. This program also provides intra-theater transportation services for DoS personnel throughout Iraq and Afghanistan. Under the T-6 COMBS contract, the U.S. Air Force contracts the Company to perform support services for the T-6A and T-6B aircraft.

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DynLogistics

This segment provides best-value mission readiness to its customers through total support solutions including conventional and contingency logistics, operations and maintenance support, platform modification and upgrades, supply chain management and training, security and full spectrum intelligence mission support services. The LOGCAP IV and War Reserve Materiel II ("WRM II") contracts are the most significant contracts within this segment. Under the LOGCAP IV program which we perform under a single IDIQ contract, the U.S. Army contracts for us to perform selected services, operations and maintenance, engineering as well as construction and logistics predominately in the Middle East Theater to augment the U.S. Army, the U.S. Marine Corps and North Atlantic Treaty Organization ("NATO") forces and to release military units from combat service support missions or to fill the U.S. military resource shortfalls. Under the WRM II contract, the U.S. Air Force contracts the Company to perform, out-load, and reconstitute the pre-positioned war reserve materiel in the U.S. Air Force Central Command Area of Responsibility as well as maintenance services on ground support equipment vehicles.

DynLogistics supports U.S. foreign policy and international development priorities by assisting in the development of stable and democratic governments, implementing anti-corruption initiatives and aiding the growth of democratic public and civil institutions. This segment also provides base operations support, engineering, supply and logistics, pre-positioned war reserve materials, facilities, marine maintenance services, program management services primarily for ground vehicles and contingency response on a worldwide basis. These services are provided to U.S. government agencies in both domestic and foreign locations, foreign government entities and commercial customers.

Key Contracts

Logistics Civil Augmentation Program IV ("LOGCAP IV"): The LOGCAP IV contract was awarded to us in April 2008 and is a part of our DynLogistics segment. We were selected as one of the three prime contractors to provide logistics support under the LOGCAP IV contract. LOGCAP IV is the U.S. Army component of the DoD’s initiative to award contracts to U.S. companies with a broad range of logistics capabilities to support U.S. and allied forces during combat, peacekeeping, humanitarian and training operations. This IDIQ contract has a term of up to ten years. In December 2012, customer negotiations resulted in the elimination of award fee component for option years beginning in 2012 and continuing for the remaining contract periods. The remaining task orders under the LOGCAP IV contract are now either firm fixed price or cost-reimbursable-plus-fixed-fee.

Bureau for International Narcotics and Law Enforcement Affairs, Office of Aviation ("INL Air Wing"): The INL Air Wing program is a part of our DynAviation segment. In May 2005, the DoS awarded this contract in support of the INL Air Wing program to aid in the eradication of illegal drug operations. This program also provides intra-theater transportation services for DoS personnel throughout Iraq and Afghanistan. The services provided under this contract are fixed-price and cost-reimbursable type services. In January 2015, the DoS issued a letter notifying us that our proposal on the recompete related to the INL Air Wing contract was outside of the competitive range and would not be considered further for award. We requested and received a pre-award debriefing of the DoS' evaluation. We filed a protest with the GAO to challenge the decision by the DoS. In response to our protest, the DoS notified the GAO that it will take correction action, which will include a reconsideration of its evaluations of the recompete proposals, and a determination of whether discussions are necessary and, if so, it will make a new competitive range decision. In July 2015, the DoS notified DynAviation that it intends to extend the INL Air Wing program by at least 12 months through the use of a justification and approval ("J&A") and in September 2015 DynAviation definitized an agreement with the Department of State for a 12-month extension of services. In October 2015 we received notification of a new competitive range decision that reinstated our proposal back into the competitive range for the recompete regarding services after October 2016.

Contract Field Teams ("CFT"): The CFT program is a part of our DynAviation segment. This program deploys highly mobile, quick-response field teams to customer locations to supplement a customer’s workforce. The services we provide under the CFT program generally include mission support to aircraft and weapons systems and depot-level repair. Our customer for the CFT program is the DoD and the majority of our current delivery orders are time-and-materials, but we also have cost-reimbursement and fixed-priced services.

War Reserve Materiel ("WRM II"): The War Reserve Materiel contract is a part of our DynLogistics segment. Through this program, we manage the U.S. Air Force Central Command Area of Responsibility War Reserve Materiel Pre-positioning program, which includes operations in Oman, Bahrain, Qatar, Kuwait, United Arab Emirates and two locations in the United States (Yorktown, Virginia and Shaw Air Force base, South Carolina). Through this contract, we store, maintain and deploy assets such as tents, generators, vehicles, kitchens and medical supplies to deployed forces. The WRM II program continues to partner with the U.S. Air Force Central Command in the development of new and innovative approaches to asset management. Our contract is primarily cost-plus-award fee with a smaller portion of fixed-price services.

Theater Aviation Sustainment Manager - OCONUS ("TASM-O"): The TASM-O contract is a part of our DynAviation segment. This contract was awarded in September 2013 to provide aviation maintenance services under the Army Aviation Field Maintenance ("AFM") program. The hybrid firm fixed price, cost-plus incentive fee contract has a one year base period plus four one-year option periods.

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Contractor Logistics Support: T-34, T-44, T-6 ("CLS"): The CLS program is part of our DynAviation segment. This contract was awarded in November 2014 to provide maintenance and logistics support to the United States Navy T-34, T-44, and T-6 aircraft programs. The services provided under this contract are fixed-price and cost-reimbursable type services. The contract has a one year base period plus four one-year option periods.

T-6 Contractor Operated and Maintained Base Supply ("T-6 COMBS"): The T-6 COMBS contract with the U.S. Air Force Materiel Command is a part of our DynAviation segment and provides support services for T-6A and T-6B aircraft at ten Air Force and Navy locations throughout the U.S. The majority of our contractual services are fixed-price. The contract began June 1, 2012 and consists of a five month base period and four one-year option years.

Naval Test Wing Patuxent River MD ("Pax River"): The Pax River contract is a part of our DynAviation segment. This contract was awarded in July 2011 to provide organization level maintenance and logistic support on all aircraft and support equipment for which the Naval Test Wing Atlantic has maintenance responsibility. Labor and services will be provided to perform safety studies, off-site aircraft safety and spill containment patrols and aircraft recovery services. The cost-plus-fixed-fee contract has a base year plus four one-year option periods.

Andrews Air Force Base ("Andrews AFB"): The Andrews AFB program is a part of our DynAviation segment. Under the Andrews AFB contract, we perform aviation maintenance and support services, which include full back shop support, organizational level maintenance, fleet fuel services, launch and recovery, supply and Federal Aviation Administration ("FAA") repair services. Under this program we oversee the management of the U.S. presidential air fleet (other than Air Force One). Our principal customer under this contract is the U.S. Air Force. This contract was entered into September 2011, with the majority of contractual services provided on a fixed-price basis. The contract has a one-year base period plus six one-year options and one four-month option period.

Sheppard Air Force Base ("Sheppard AFB"): The Sheppard Air Force Base contract is a part of our DynAviation segment. Under this program, we have provided aircraft maintenance services for the 80th Flying Training Wing based at Sheppard Air Force Base in Wichita Falls, Texas since September 2009. This contract has an initial base period of eleven months and six option years. The mission of the Air Education and Training Command’s 80th Flying Training Wing is to provide undergraduate pilot training for the U.S. and North Atlantic Treaty Organization ("NATO") allies in the Euro NATO Joint Jet Pilot Training program. Graduates of this prestigious program are assigned to fighter pilot positions in their respective air forces. The majority of our contractual services are fixed-price.

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Estimated Total Contract Value and Certain Other Terms

The estimated total contract value represents amounts expected to be realized from the initial award date to the current contract end date (i.e., revenue recognized to date plus backlog). For the reasons stated under the captions "Risk Factors" and "Business - Key Contracts," the estimated total contract value or ceiling value specified under a government contract or task order is not necessarily indicative of the revenue that we will realize under that contract.

Key Contracts

The following table sets forth certain information for our principal contracts, including the initial start and end dates and the principal customer for each contract as of December 31, 2015:

Contract	Segment	PrincipalCustomer	Initial/Current Award Date	Current Contract End Date	Estimated Total Contract Value (1)
LOGCAP IV (2)	DynLogistics	U.S. Army	Apr-2008	Apr-2018	$7.25 billion
INL Air Wing	DynAviation	DoS	Jan-2001 / May-2005	Oct-2016	$4.38 billion
Contract Field Teams (3)	DynAviation	U.S. Air Force	Oct-1951 / Oct 2008	Mar-2017	$1.39 billion
WRM II	DynLogistics	U.S. Air Force	May-2000 / Jun-2008	Sep-2016	$562 million
TASM-O	DynAviation	U.S. Army	Sep-2013	Dec-2018	$526 million
CLS	DynAviation	U.S. Navy	Nov-2014	Sep-2019	$513 million
T-6 COMBS	DynAviation	U.S. Air Force	Jun-2012	Oct-2016	$506 million
Pax River	DynAviation	U.S. Navy	Jul-2011 / Aug-2011	Jul-2016	$496 million
Andrews AFB	DynAviation	U.S. Air Force	Sep-2011	Dec-2018	$444 million
Sheppard AFB	DynAviation	U.S. Air Force	Sep-2009	Sep-2016	$278 million

(1) Estimated total contract value represents the start and end date of the contracts as modified and is not necessarily representative of the amount of work we will actually experience under the contract. With the exception of contract ceiling maximums, contract values can continue to increase or decrease over time based on contract modifications, extensions or placement of orders under IDIQ contracts.

(2) LOGCAP IV has a $5 billion ceiling per year per contractor over 10 years.

(3) Contract Field Teams has a $10 billion ceiling maximum total for the IDIQ multiple award contract.

Competition

We compete with various entities across geographic and business lines based on a number of factors, including services offered, experience, price, geographic reach and mobility. Most activities in which we engage are highly competitive and require that we have highly skilled and experienced technical personnel to compete. Some of our competitors may possess greater financial and other resources or may be better positioned to compete for certain contract opportunities. We believe that our principal competitors include Civilian Police International, Science Applications International Corporation, Harris Corporation, KBR, Inc., IAP Worldwide Services, ACADEMI, Triple Canopy Inc., Fluor Corporation, Lockheed Martin Corporation, AECOM Technology Corporation, United Technologies Corporation, L-3 Communications Holdings, Inc., Aerospace Industrial Development Corporation, Al Salam Aircraft Company Ltd., Mission Essential Personnel, Northrop Grumman Corporation, Computer Sciences Corporation, Lear Siegler, Pacific Architects and Engineers Incorporated, Elbit Systems Ltd., M1 Support Services, L.P., DRS Technologies, Inc., Boeing Corporation, Bell Helicopter, AAR Corp and Serco Group plc. We believe that the primary competitive factors for our services include reputation, technical skills, past contract performance, experience in the industry, cost competitiveness and customer relationships.

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Backlog

We track backlog in order to assess our current business development effectiveness and to assist us in forecasting our future business needs and financial performance. Our backlog consists of funded and unfunded amounts under contracts. Funded backlog is equal to the amounts actually appropriated by a customer for payment of goods and services less actual revenue recognized as of the measurement date under that appropriation. Unfunded backlog is the actual dollar value of unexercised, priced contract options and the unfunded portion of exercised contract options. These priced options may or may not be exercised at the sole discretion of the customer.

Firm funding for our contracts is usually made for one year at a time, with the remainder of the contract period consisting of a series of one-year options. As is the case with the base period of our U.S. government contracts, option periods are subject to the availability of funding for contract performance. Most of our U.S. government contracts allow the customer the option to extend the period of performance of a contract for a period of one or more years.

The following table sets forth our approximate backlog as of the dates indicated:

	December 31, 2015
(Amounts in millions)	DynAviation		DynLogistics		Total
Funded backlog	$	797	$	386	$	1,183
Unfunded backlog	1,385		474		1,859
Total backlog	$	2,182	$	860	$	3,042
	December 31, 2014
(Amounts in millions)	DynAviation		DynLogistics		Total
Funded backlog	$	725	$	446	$	1,171
Unfunded backlog	1,561		599		2,160
Total backlog	$	2,286	$	1,045	$	3,331

Regulatory Matters

Contracts with the U.S. government are subject to a multitude of regulatory requirements, including but not limited to the Federal Acquisition Regulation ("FAR") and the Defense Federal Acquisition Regulation Supplement ("DFARS"), which set forth policies, procedures and requirements for the acquisition of goods and services by the U.S. government. Under U.S. government regulations certain costs, including certain financing costs, lobbying expenses, certain types of legal expenses and certain marketing expenses related to the preparation of bids and proposals are not allowed for pricing purposes and calculation of contract reimbursement rates under cost-reimbursement contracts. The U.S. government also regulates the methods by which allowable costs may be allocated to U.S. government contracts.

Our international operations and investments are subject to U.S. government laws, regulations and policies, including the International Traffic in Arms Regulations, the Export Administration Act, the Foreign Corrupt Practices Act, the Office of Foreign Assets Control laws and regulations, the False Claims Act and other export laws and regulations. We must also comply with foreign government laws, regulations and procurement policies and practices, which may differ from U.S. government regulation, including import-export control, investments, exchange controls, repatriation of earnings, the UK Bribery Act, European Union compliance regulations and requirements to expend a portion of program funds in-country.

Our U.S. government contracts are subject to audits at various points in the contracting process. Pre-award audits are performed at the time a proposal is submitted to the U.S. government for cost-reimbursement contracts. The purpose of a pre-award audit is to determine the basis of the bid and provide the information required for the U.S. government to negotiate the contract effectively. In addition, the U.S. government may perform a pre-award audit to determine our capability to perform under a contract. During the performance of a contract, the U.S. government has the right to examine our costs incurred on the contract, including labor charges, material purchases and overhead charges. Upon a contract's completion, the U.S. government performs an incurred cost audit of all aspects of contract performance for cost-reimbursement contracts to ensure that we have performed the contract in a manner consistent with our proposal and FAR. The U.S. government also may perform a post-award audit for proposals that are subject to the Truth in Negotiations Act to determine if the cost proposed and negotiated was accurate, current and complete as of the time of negotiations.

The Defense Contract Audit Agency ("DCAA") performs these audits on behalf of the U.S. government. The DCAA also reviews and opines on the adequacy of, and our compliance with, our internal control systems and policies, including Accounting, Purchasing, Property, Estimating, Earned Value Management and Material Management Systems. The DCAA has the right to perform audits on our incurred costs on all flexibly-priced contracts on an annual basis. We have DCAA auditors on-site to monitor our billing and back office operations. An adverse finding under a DCAA audit could result in a recommendation of disallowed

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costs under a U.S. government contract, termination of U.S. government contracts, forfeiture of profits, withholding of payments, fines, suspension or prohibition from doing business with the U.S. government. In the event that an audit by the DCAA recommends disallowance of our costs under a contract, we have the right to appeal the findings of the audit under applicable dispute resolution provisions. Approval of submitted annual incurred costs claims can take many years. All of our incurred costs claims for U.S. government contracts completed through fiscal year 2009 have been audited by the DCAA and negotiated by the Defense Contract Management Agency ("DCMA"). Incurred cost claim audits for subsequent periods are ongoing. See "Item 1A. Risk Factors - A negative audit or other actions by the U.S. government could adversely affect our operating performance."

At any given time, many of our contracts are under review by the DCAA and other government agencies. We cannot predict the outcome of such ongoing audits and what, if any, impact such audits may have on our future operating performance.

Over the last few years, U.S. government contractors, including our Company, have seen a trend of increased oversight by the DCAA and other U.S. government agencies. If any of our internal control systems are determined to be non-compliant or inadequate, payments may be suspended under our contracts or we may be subjected to increased government oversight that could delay or adversely affect our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government.

Sales and Marketing

We provide our service solutions to a wide array of customers, primarily multiple departments and agencies within the U.S. government, as well as select international customers and commercial customers. We also provide our services to other prime contractors who have contracts with the U.S. government and other international customers where our capabilities help to deliver comprehensive solutions. We position our business development and marketing professionals to cover key accounts such as the DoS and the DoD, as well as other international and commercial market segments which hold the most promise for aggressive growth and profitability.

In order to sell our services in new geographic markets and diversify our customer base beyond our traditional customers, we have formed a Global Advisory Group to locate new business opportunities (the “Global Advisory Group”). The Global Advisory Group will focus on expanding beyond our traditional base to develop new business contracts with foreign governments and commercial customers (which accounted for approximately 7% of our revenues in 2015). We have expanded our team of internal advisors to include persons with the additional skills and experience that will better position us to take advantage of these new business opportunities. We believe that over the long term, the Global Advisory Group will help us access more potential clients and thereby grow our business.

We participate in national and international tradeshows, particularly as they apply to aviation services, logistics, contingency support, defense, diplomacy and development markets. We are also an active member in several organizations related to services contracting, such as the Professional Services Council.

As a global service solutions provider, we have unique experience and capability in providing value-added and full spectrum services to government agencies and selected partners worldwide.

Our business development and marketing professionals maintain close relationships with all existing customers while continuing to aggressively pursue adjacent markets to maximize growth opportunities.

Intellectual Property

We hold an exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid license to use the "Dyn International" and "DynCorp International" names in connection with aviation services, security services, technical services and marine services. We also own various licenses for names associated with Phoenix, Casals and Heliworks. Additionally, we own various registered domain names, patents, trademarks and copyrights. Since most of our business involves providing services to government entities, our operations generally are not substantially dependent upon obtaining and/or maintaining copyright, patents, or trademark protections, although our operations make use of such protections and benefit from them.

Environmental Matters

Our operations include the use, generation and disposal of petroleum products and other hazardous materials, including services such as painting aircraft and handling substances that may qualify as hazardous waste, such as used batteries and petroleum products. We are subject to various U.S. federal, state, local and foreign laws and regulations by which we must abide. These regulations relate to the protection of the environment, including those governing the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe and healthy workplace for our employees, contractors and visitors. We have written procedures in place and compliance programs related to environmental matters. Additionally, we have not incurred material costs relating to environmental compliance.

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Employees

As of December 31, 2015, we had approximately 12,000 personnel located in approximately 31 countries in which we have operations, of which approximately 4,600 are employees of our affiliates. Employees represented by labor unions totaled approximately 3,100. We believe the working relations with our employees and our unions are in good standing.

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ITEM 1A. RISK FACTORS.

The risks described below should be carefully considered, together with all of the other information contained in this Annual Report on Form 10-K, including Part II - Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations. Any of the following risks could materially and adversely affect our financial condition, results of operations or cash flows.

There is substantial doubt about our ability to continue as a going concern absent consummation of refinancing actions.

Management's cash flow projections indicate that absent a refinancing transaction or series of transactions, we will be unable to pay the principal and accumulated unpaid interest on the existing Senior Credit Facility and Senior Unsecured Notes when those instruments mature on July 7, 2016 and July 1, 2017, respectively. Our liabilities exceed our assets and we do not have sufficient cash flow from operating activities to repay the Existing Senior Credit Facility and Senior Unsecured Notes at maturity. Our history of continuing losses, our financial position, and the substantial liquidity needs we face, could make refinancing our debt more difficult and expensive and raise substantial doubt about our ability to continue as a going concern.

The independent registered public accounting firm that audited our financial statements for the year ended December 31, 2015 included an explanatory paragraph in its audit report regarding our ability to continue as a going concern. The Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company’s ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement (the “Lender Waiver”) until April 30, 2016 in order to provide additional time to address its upcoming debt maturities. If we do not obtain approval from the lenders under the Senior Credit Facility to extend the Lender Waiver, the Company will be in default under the Senior Credit Facility on May 1, 2016 and would not have the benefit of any cure period.

Management is actively engaged in the process of addressing our upcoming debt maturities, but can provide no assurance that we will be able to consummate any refinancing actions prior to the earlier of the (i) maturity date of the existing Senior Credit Facility or (ii) expiration of the Lender Waiver. Default under the Senior Credit Facility or the Senior Unsecured Notes could allow our debt holders to declare all amounts outstanding under the Senior Credit Facility and the Senior Unsecured Notes to be immediately due and payable. Any event of default under the Senior Credit Facility or the Senior Unsecured Notes could have a material adverse effect on our business, financial condition and operating results if creditors were to exercise their rights, including proceeding against substantially all of our assets that secure the Senior Credit Facility, and may cause us to invoke insolvency proceedings including a voluntary case under the U.S. Bankruptcy Code.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Senior Credit Facility and the Senior Unsecured Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to repay, amend or to refinance our Senior Credit Facility maturing on July 7, 2016 or our other debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to repay the Senior Credit Facility by the maturity date or to pay principal or interest on our other outstanding indebtedness.

If our cash flows and capital resources are insufficient to repay our Senior Credit Facility at maturity or to pay the principal and interest on our other outstanding indebtedness, including the Senior Unsecured Notes, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture governing the Senior Unsecured Notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our debt agreements contain, and the agreements governing any future indebtedness we incur may contain, various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries' ability to, among other things:

• incur additional indebtedness or issue certain preferred shares;

• pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

• make certain investments;

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• sell certain assets;

• create liens;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

• enter into certain transactions with our affiliates.

As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs. In addition, the covenants in our Senior Credit Facility require us to maintain a leverage ratio below the maximum total leverage ratio and interest coverage above a minimum interest coverage ratio, and limit our capital expenditures. A breach of any of these covenants could result in a default under one or more of these agreements, including as a result of cross default provisions under our indenture and, in the case of our revolving credit facility, permit the Agent to cease making loans to us.

Upon the occurrence of an event of default under our Senior Credit Facility that is not waived by the requisite lenders (including a failure to comply with our financial maintenance covenants) the lenders could elect to declare all amounts outstanding under our senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit, including issuing new letters of credit. This outcome would result in doubt in the Company’s ability to continue as a going concern. If such actions were taken by the lenders under our Senior Credit Facility, it would also cause an event of default under our Senior Unsecured Notes.

If we were unable to repay those amounts, the Agent under our Senior Credit Facility could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our Senior Credit Facility. If the Agent or lenders under the Senior Credit Facility accelerate the repayment of borrowings, the proceeds from the sale or foreclosure upon such assets will first be used to repay debt under our senior secured credit facilities, and we may not have sufficient assets to repay our unsecured indebtedness thereafter, including our Senior Unsecured Notes.

Repayment of our debt, including the Senior Unsecured Notes, is dependent on cash flow generated by our subsidiaries.

Our subsidiaries own substantially all of our assets and conduct substantially all of our operations. Accordingly, repayment of our indebtedness, including the Senior Unsecured Notes, is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the Senior Unsecured Notes, our subsidiaries do not have any obligation to pay amounts due on the Senior Unsecured Notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable DynCorp International Inc. to make payments in respect of its indebtedness, including the Senior Unsecured Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from the DynCorp International Inc.'s subsidiaries. While the indenture governing the Senior Unsecured Notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that DynCorp International Inc. does not receive distributions from its subsidiaries, DynCorp International Inc. may be unable to make required principal and interest payments on its indebtedness, including the Senior Unsecured Notes.

Despite our high indebtedness level, we and our subsidiaries still may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the agreements governing our debt obligations contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.

In addition to the $102.2 million which is available to us for borrowing under our revolving credit facility, the terms of our senior secured credit facilities enable us to increase the amount available under our term loan and/or revolving credit facilities by up to an aggregate of $275 million if we are able to obtain loan commitments from banks and satisfy certain other conditions, including our having capacity to incur such indebtedness under the indenture governing our Senior Unsecured Notes. Additionally, we can take on more debt as long as we meet the covenant levels as stated per the indenture and the credit facility. If new debt is added to our and our subsidiaries' existing debt levels, the related risks that we face would increase. In addition, the agreements governing our debt obligations do not prevent us from incurring obligations that do not constitute indebtedness under those agreements.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our debt obligations.

As of December 31, 2015, we are highly leveraged with our total indebtedness of approximately $642.3 million. We had $102.2 million available for borrowing under our revolving credit facility, and the terms of the senior secured credit facilities permit us to increase the amount available under our term loan and/or revolving credit facilities by up to $275 million if we are

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able to obtain loan commitments from banks and satisfy certain other conditions, including our having capacity to incur such indebtedness under the indenture governing our Senior Unsecured Notes.

Our high degree of leverage could have important consequences including:

• increasing our vulnerability to adverse economic, industry or competitive developments;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow for other purposes, including for our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest;

• making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness;

• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limiting our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

Our interest expense could increase if interest rates increase above the stated LIBOR floor levels in our senior secured credit facilities because the entire amount of the indebtedness under our Senior Credit Facility bears interest at a variable rate. At December 31, 2015, we had approximately $187.3 million aggregate principal amount of variable rate indebtedness under our Senior Secured Credit Facility. A 100 basis point increase over the LIBOR floor levels would increase our annual interest expense by approximately $1.9 million.

We rely on sales to U.S. government entities. A loss of contracts, a failure to obtain new contracts, a reduction of sales or award fees under existing contracts with the U.S. government or a decline or reprioritization of funding in the U.S. defense budget or delays in the budget process could adversely affect our operating performance and our ability to generate cash flow to fund our operations.

Our revenue is predominantly from contracts and subcontracts with the U.S. government and its agencies, primarily the DoD and the DoS. The remainder of our revenue is derived from commercial contracts, certain other U.S. federal, state and local government departments and agencies and contracts with foreign governments. We expect that U.S. government contracts, particularly with the DoD and the DoS, will continue to be our primary source of revenue for the foreseeable future. The continuation and renewal of our existing government contracts and new government contracts are, among other things, contingent upon the availability of adequate funding for various U.S. government agencies, including the DoD and the DoS. Changes in U.S. government spending could directly affect our operating performance and lead to an unexpected loss of revenue. The loss or significant reduction in government funding of a large program in which we participate could also result in a material decrease to our future projections of revenue, earnings and cash flows. U.S. government contracts are also conditioned upon the continuing approval by Congress of the amount of necessary spending. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years. U.S. government defense spending levels are difficult to predict. Among the factors that could impact U.S. government spending and reduce our U.S. government contracting business include:

• policy and/or spending changes implemented by the Obama administration, any subsequent administration or Congress;

• continued budget reductions in military spending imposed by Congress including sequestration;

• a continual 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, including any delays resulting from election cycles and changes in the administration or Congress;

• curtailment of the U.S. government's outsourcing of services to private contractors including the expansion of insourcing; changes in the political climate, including with regard to the funding or operation of the services we provide; and

• general economic conditions, including the continual slowdown in the economy or unstable economic conditions in the United States or in the countries in which we operate.

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These or other factors could cause U.S. government agencies to reduce their purchases under our contracts, to exercise their right to terminate our contracts in whole or in part, to issue temporary stop-work orders or to decline to exercise options to renew our contracts. The loss or significant curtailment of our material government contracts, or our failure to renew existing contracts or enter into new contracts, could adversely affect our operating performance, lead to an unexpected loss of revenue and have a material adverse effect on our results of operations, financial condition or liquidity. Additionally, our ability to receive timely payments from prime contractors where we act as a subcontractor could affect our operating performance.

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.

Under the terms of our contracts, the U.S. government may unilaterally:

• terminate or modify existing contracts;

• reduce the value of existing contracts through partial termination;

• exercise their option periods and extend contracts that have unfavorable terms for us;

• delay or withhold 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.

The U.S. government can terminate or modify any of its contracts with us either for its convenience or if we default by failing to perform under the terms of the applicable contract. A termination could expose us to liability and adversely affect our operating performance and lead to an unexpected loss of revenue.

The nature of our business sometimes requires us to begin new work or extend work under an existing contract at the request of our customer before a formal contract or contract modification has been executed. It is common for our customers to issue change orders or modifications on our contingency operations based contracts because of the dynamic nature of the work performed on these contracts. These change orders or modifications can be more at risk for disagreements or delays that may lead to claims being filed as they take longer to definitize by their very nature. In such situations, we have a long history of successfully obtaining a formal contract or contract modification from our customer; however, work performed in such situations involves some risk that we may be unsuccessful in reaching a final agreement with our customer. In the event we are unsuccessful in reaching an agreement with our customer, we may be required to submit a request for equitable adjustment or a formal claim. These processes can take substantial time and may ultimately be unsuccessful in allowing us to bill and collect any associated fees earned on work performed in such situations, including base fees or award fees, which could result in lower revenue and could have a material effect on our financial condition and results of operations.

Our U.S. government contracts typically have an initial term of one year with multiple option periods, exercisable at the discretion of the U.S. government at previously negotiated prices. The U.S. government is not obligated to exercise any option period under a contract. The U.S. government can unilaterally exercise these option periods even if the terms are unfavorable to us. Furthermore, the U.S. government is typically required to recompete all programs and, therefore, may not automatically renew a contract. In addition, at the time of completion of any of our U.S. government contracts, the contract is frequently required to be re-competed if the U.S. government still requires the services covered by the contract.

If the U.S. government terminates and/or materially modifies any of our contracts or if option periods are not exercised, our failure to replace revenue generated from such contracts would result in lower revenue and backlog. In addition, if we are unsuccessful in obtaining contract modifications to remove unfavorable terms, the U.S. government could exercise option periods that extend such unfavorable contract terms, which could then result in declines in our earnings or contract losses. Any of these occurrences could adversely affect our earnings and have a material effect on our financial condition and results of operations.

Our U.S. government contracts are subject to competitive bidding, both upon initial issuance and re-competition. If we are unable to successfully compete in the bidding process or if we fail to win re-competitions, it could adversely affect our operating performance and lead to an unexpected loss of revenue.

Substantially all of our U.S. government contracts are awarded through a competitive bidding process upon initial award and renewal, and we expect that this will continue to be the case. There is often significant competition and pricing pressure as a result of this process. The competitive bidding process presents a number of risks, including the following:

• we may expend substantial funds and time to prepare bids and proposals for contracts that may ultimately be awarded to one of our competitors;

• we may be unable to accurately estimate the resources and costs that will be required to perform any contract we are awarded, which could result in substantial cost overruns;

• we may encounter expense and delay if our competitors protest or challenge awards of contracts, and any such protest or challenge could result in a requirement to resubmit bids on modified specifications or in the termination, reduction or

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modification of the awarded contract. Additionally, the protest of contracts awarded to us may result in the delay of program performance and the generation of revenue while the protest is pending; and

• if we are not given the opportunity to re-compete for U.S. government contracts previously awarded to us, we may incur expenses to protect such decision and ultimately may not succeed in competing for or winning such contract renewal.

The U.S. government contracts for which we compete typically have multiple option periods, and if we fail to win a contract or a task order, we generally will be unable to compete again for that contract for several years. If we fail to win new contracts or to receive renewal contracts upon re-competition, it may result in additional costs and expenses and possible loss of revenue, and we will not have an opportunity to compete for these contract opportunities again until such contracts expire.

Because of the nature of our business, it is not unusual for us to lose contracts to competitors or to gain contracts once held by competitors during re-compete periods. For a discussion of the recent events related to the recompete for the INL Air Wing contract, see “Item 1. Business-Operating and Reportable Segments-DynAviation.”

Additionally, some contracts simply end as projects are completed or funding is terminated. We have included our most significant contracts by reportable segment in our key contract table under the heading "Business." Contract end dates are included within the tables to better inform interested parties, security analysts and institutional investors in reviewing the potential impact on our most significant contracts for this risk.

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.

Many of our government contracts are IDIQ contracts, which are often awarded to multiple contractors. The award of an IDIQ contract does not represent a firm order for services. Generally, under an IDIQ contract, the government is not obligated to order a minimum of services or supplies from its contractor, irrespective of the total estimated contract value. Furthermore, under an IDIQ contract, the customer develops requirements for task orders that are competitively bid against all of the contract awardees, usually under a best-value approach. However, many contracts also permit the government customer to direct work to a specific contractor. We may not win new task orders under these contracts for various reasons, such as failing to rapidly deploy personnel or high prices, which would have an adverse effect on our operating performance and may result in additional expenses and loss of revenue. There can be no assurance that our existing IDIQ contracts will result in actual revenue during any particular period or at all.

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.

Our government contract services have three distinct pricing structures: cost-reimbursement, time-and-materials and fixed-price. With cost-reimbursement contracts, so long as actual costs incurred are within the contract funding and allowable under the terms of the contract, we are entitled to reimbursement of the costs plus a stipulated fixed-fee and, in some cases, an incentive-based award fee. We assume additional financial risk on time-and-materials and fixed-price contracts, because of the stipulated prices or negotiated hourly/daily rates. As such, if we do not accurately estimate ultimate costs and control costs during performance of the work, we could lose money on a particular contract or have lower than anticipated margins. Also, we assume the risk of damage or loss to government property, and we are responsible for third-party claims under fixed-price contracts. The failure to meet contractually defined performance standards may result in a loss of a particular contract or lower-than-anticipated margins. This could adversely affect our operating performance and may result in additional costs and possible loss of revenue.

We are subject to investigation by government agencies, which could result in our inability to receive government contracts and could adversely affect our future operating performance.

As a U.S. government contractor operating domestically and internationally, we must comply with laws and regulations relating to U.S. government contracting, as well as domestic and international laws. From time to time, we are investigated by government agencies with respect to our compliance with these laws and regulations. If we are found to be in violation of the law, we may be subject to civil or criminal penalties or administrative sanctions, including contract termination, the assessment of penalties and suspension or prohibition from doing business with U.S. government agencies. For example, many of the contracts we perform in the U.S. are subject to the Service Contract Act, which requires hourly employees to be paid certain specified wages and benefits. If the U.S. Department of Labor determines that we violated the Service Contract Act or its implemented regulations, we could be suspended from being awarded new government contracts or renewals of existing contracts for a period of time, which could adversely affect our future operating performance. We are subject to a greater risk of investigations, criminal prosecution, civil fraud, whistleblower lawsuits and other legal actions and liabilities than companies with solely commercial customers. In addition, if an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government.

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Furthermore, our reputation could suffer serious harm if allegations of impropriety were made against us. If we were suspended or prohibited from contracting with the U.S. government, or any significant U.S. government agency, if our reputation or relationship with U.S. government agencies was impaired or if the U.S. government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, it could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

U.S. government contractors like us that provide support services in theaters of conflict such as Iraq and Afghanistan have come under increased oversight by the agency of inspectors general, government auditors and congressional committees. Investigations pursued by any or all of these groups may result in adverse publicity for us and consequent reputational harm, regardless of the underlying merit of the allegations being investigated. As a matter of general policy, we have cooperated and expect to continue to cooperate with government inquiries of this nature.

A negative audit or other actions by the U.S. government could adversely affect our operating performance.

At any given time, many of our contracts are under review by the DCAA, the DCMA and other government agencies. These agencies review our contract performance, cost structure, and/or compliance with applicable laws, regulations and standards. Such agency audits may include contracts under which we have performed services in Iraq and Afghanistan under especially demanding circumstances.

The government agencies also review the adequacy of, and our compliance with, our internal control systems and policies, including our Accounting, Purchasing, Property, Estimating, Earned Value Management and Material Management System.

Given the continued oversight by the U.S. government, we could be subjected to additional regulatory requirements which could require additional audits at various points within our contracting process. An adverse finding under an audit could result in a recommendation of disallowed costs under a U.S. contract, termination of a U.S. government contract, forfeiture of profits, suspension or a withhold of payments which could negatively impact our liquidity position and affect our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government. See Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Economic conditions could impact our business.

Our business may be adversely affected by factors in the U.S. and other countries that are beyond our control, such as disruptions in the financial markets or downturns in the economic activity in specific countries or regions, or in the various industries in which we operate. These factors could have an adverse impact in the availability of capital and cost of capital, interest rates, tax rates, or regulations in certain jurisdictions. If for any reason we lose access to our currently available lines of credit, or if we are required to raise additional capital, we may be unable to do so in the current credit and stock market environment, or we may be able to do so only on unfavorable terms. Adverse changes to financial conditions could jeopardize certain counterparty obligations, including those of our insurers and financial institutions.

In particular, if the U.S. government, due to budgetary considerations, fails to sustain the troops in Afghanistan, continues to reduce the DoD Operations and Maintenance budget or reduces funding for DoS initiatives in which we participate, or if a government shutdown occurs, our business, financial condition and results of operations could be adversely affected. Appropriations can also be affected by legislation that addresses larger budgetary issues of the U.S. government, including sequestration.

A credit crisis, further tightening of credit or our lenders' views concerning the outlook of our business could adversely affect our ability to obtain additional liquidity or refinance existing or future indebtedness on acceptable terms or at all, which could adversely affect our business, financial condition and results of operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" for additional discussion regarding liquidity.

Our operations involve considerable risks and hazards. An accident or incident involving our employees or third parties could harm our reputation, affect our ability to compete for business, and if not adequately insured or indemnified, could adversely affect our results of operations and financial condition.

We are exposed to liabilities that arise from the services we provide. Such liabilities may relate to an accident or incident involving our employees or third parties, particularly where we are deployed on-site at active military installations or in locations experiencing political or civil unrest, or they may relate to an accident or incident involving aircraft or other equipment we have serviced or used in the course of our business. Any of these types of accidents or incidents could involve significant potential claims of injured employees and other third parties and claims relating to loss of or damage to government or third-party property.

We maintain insurance policies that mitigate risk and potential liabilities related to our operations. Our insurance coverage may not be adequate to cover those claims or liabilities, and we may be forced to bear substantial costs from an accident or incident. Substantial claims in excess of our related insurance coverage could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

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Furthermore, any accident or incident for which we are liable, even if fully insured, may result in negative publicity which could adversely affect our reputation among our customers, including our government customers, and the public, which could result in the loss of existing and future contracts or make it more difficult to compete effectively for future contracts. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

Political destabilization or insurgency in the regions in which we operate may have a material adverse effect on our operating performance.

Certain regions in which we operate are highly unstable. Insurgent activities in the areas in which we operate may cause further destabilization in these regions. There can be no assurance that the regions in which we operate will continue to be stable enough to allow us to operate profitably or at all. Insurgents in Iraq and Afghanistan have targeted installations where we have personnel, and these insurgents have contributed to instability in these countries. This could impair our ability to attract and deploy personnel to perform services in either or both locations. In addition, we may be required to increase compensation to our personnel as an incentive to deploy them to these regions. Historically we have been able to recover this added cost under our contracts, but there is no guarantee that future increases, if required, will be able to be transferred to our customers through our contracts. To the extent that we are unable to transfer such increased compensation costs to our customers, our operating margins would be adversely impacted, which could adversely affect our operating performance.

In addition, increased insurgent activities or destabilization, including civil unrest or a civil war in Iraq or Afghanistan, may lead to a determination by the U.S. government to halt or substantially reduce our operations in a particular location, country or region and to perform the services using military personnel. Furthermore, in extreme circumstances, the U.S. government may decide to terminate all or substantially reduce U.S. government activities, including our operations under U.S. government contracts in a particular location, country or region and to withdraw all or a substantial number of military personnel. Congressional pressure to reduce, if not eliminate, the number of U.S. troops in Afghanistan may also lead to U.S. government procurement actions that reduce or terminate the services and support we provide in that theater of conflict. Any of the foregoing could adversely affect our operating performance and may result in additional costs and loss of revenue.

We are exposed to risks associated with operating internationally.

A large portion of our business is conducted internationally. Consequently, we are subject to a variety of risks that are specific to international operations, including the following:

• export controls regulations that could erode profit margins or restrict exports;

• compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act; and other international anti-corruption laws

• 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;

• potential claims filed in foreign courts and judicial systems;

• foreign adjustments associated with uncertain tax benefits;

• 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 locally invest a minimum level as part of our contracts with them, which may not yield any return;

• potential military conflicts, civil strife and political risks; and

• embargoes

We cannot ensure our current adopted measures will reduce the potential impact of losses resulting from the risks of our foreign business.

Catastrophic events may disrupt our business and have an adverse effect on our results of operations.

A disruption, infiltration or failure of network, application systems or third-party hosted services in the event of a major earthquake, hurricane, fire, power loss, telecommunications failure, software or hardware malfunctions, cyber-attack, war, terrorist attack or other catastrophic event could cause system interruptions, reputational harm, loss of intellectual property, delays in our ability to provide service to our customers, lengthy interruptions in our services, breaches of data security and loss of critical data and could prevent us from fulfilling our customers' orders, which could result in reduced revenue.

Our business could be negatively impacted by security threats, including physical and cyber security threats, and other disruptions.

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As a defense contractor, we face both physical and cyber security threats to our sensitive systems and information.  Although we utilize a variety of technical and administrative controls to mitigate and detect threats, there can be no assurance that these controls will be sufficient to prevent a threat from materializing. Threats to our physical security, were they to manifest, could result in degradation or disruption of business operations.  These effects could be attributed to, although not exclusively, loss of staff, reduction in staff productivity, and/or loss or damage to facilities. Cyber security threats are constantly evolving, and our industry is frequently targeted by cyber security threats. We utilize a variety of mechanisms and controls to adapt to potential threats; however, the variety and constant change of these threats leaves the impact unpredictable.    Were an incident to occur, it could lead to loss of confidentiality, integrity, and/or availability of information or systems, harm to personnel or infrastructure, and/or damage to our reputation.  Such an incident could result in material impact on our business operations and strategies, current or future financial position, and/or cash flows.

Government withholding regulations could adversely affect our operating performance.

The DoD issued the final DFARS rule in 2012 which allows withholding of a percentage of payments when a contractor's business system has one or more significant deficiencies. The DFARS rule applies to Cost Accounting Standards ("CAS") covered contracts that have the DFARS clause in the contract terms and conditions. The final rule represents a significant change in the contracting environment for companies performing work for the DoD. Contracting officers may withhold 5% of contract payments for one or more significant deficiencies in any single contractor business system or up 10% of contract payments for significant deficiencies in multiple contractor business systems. A significant deficiency is defined as a "shortcoming in the system that materially affects the ability of officials of the DoD to rely upon information produced by the system that is needed for management purposes." The final rule was applicable to new DoD contracts awarded after February 2012.

Proceedings against us in domestic and foreign courts could result in legal costs and adverse monetary judgments, adversely affecting our operating performance and causing harm to our reputation.

We are involved in various domestic and foreign claims and lawsuits from time to time. In the event that a court decides against us, in these lawsuits, and we are unable to obtain indemnification from the U.S. government, or contributions from the other defendants, we may incur substantial costs, which could have a significant impact on our results of operations. Many uncertainties exist surrounding foreign litigations and claims. We continue to assess such claims as they are made, however, it is not possible to determine the ultimate outcome. An adverse ruling in these cases could also adversely affect our reputation and have a material adverse effect on our ability to win future government contracts.

Other litigation in which we are involved includes wrongful termination and other adverse employment actions, breach of contract, personal injury and property damage actions filed by third parties. Actions involving third-party liability claims generally are covered by insurance; however, in the event our insurance coverage is inadequate to cover such claims, we will be forced to bear the costs arising from a judgment. We do not have insurance coverage for breach of contract actions, and we bear all costs associated with such litigation and claims. See Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We are subject to certain U.S. laws and regulations, which are the subject of rigorous enforcement by the U.S. government; our noncompliance with such laws and regulations could adversely affect our future operating performance.

We may be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for treble damages. Government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us lose our status as an eligible government contractor. We could also suffer serious harm to our reputation. Any interruption or termination of our government contractor status could significantly reduce our future revenue and profits.

To the extent that we export products, technical data and services outside the United States, we are subject to U.S. laws and regulations governing international trade and exports, including but not limited to, the International Traffic in Arms Regulations, the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Assets Control within the Department of the Treasury. Failure to comply with these laws and regulations could result in civil and/or criminal sanctions, including the imposition of fines upon us as well as the denial of export privileges and debarment from participation in U.S. government contracts.

We do business in certain parts of the world that have experienced, or may be susceptible to, governmental corruption. Our corporate policy requires strict compliance with the U.S. Foreign Corrupt Practices Act, UK Bribery Act and with local laws prohibiting payments to government officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. Improper actions by our employees or agents could subject us to civil or criminal penalties, including substantial monetary fines, as well as disgorgement, and could damage our reputation and, therefore, our ability to do business.

Environmental laws and regulations may subject us to significant costs and liabilities that could adversely affect our operating performance.

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We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. In the U.S., these laws and regulations include those governing the management and disposal of hazardous substances and wastes, the maintenance of a safe workplace and painting aircraft and handling substances such as used batteries and petroleum products. In addition to U.S. federal laws and regulations, states and other countries where we do business have numerous environmental, legal and regulatory requirements by which we must abide. We could incur substantial costs, including clean-up costs, as a result of violations of, or liabilities under, environmental laws.

Our business and results of operations could be adversely affected by the passage of U.S. health care reform and other environmental legislation and regulations. We are continually assessing the impact that health care reform could have on our employer-sponsored medical plans. Growing concerns about climate change may result in the imposition of additional environmental regulations. For example, legislation, international protocols, regulation or other restrictions on emissions could increase the costs of projects for our customers or, in some cases, prevent a project from going forward, thereby potentially reducing the need for our services.

All of these factors could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

The expiration of our collective bargaining agreements could result in increased operating costs or work disruptions, which could potentially affect our operating performance.

As of December 31, 2015, we had approximately 12,000 personnel, of which approximately 4,600 are employees of our affiliates. Employees represented by labor unions totaled approximately 3,100. As of December 31, 2015, we had approximately 28 collective bargaining agreements with these unions. The length of these agreements varies, with the longest expiring in September 2021. There can be no assurance that we will not experience labor disruptions associated with the expiration or renegotiation of collective bargaining agreements or otherwise. We could experience a significant disruption of operations and increased operating costs as a result of higher wages or benefits paid to union members, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

If we experience loss of our skilled personnel, including members of senior management, it may have an adverse effect on our operations and/or our operating performance.

Our continued success depends in large part on our ability to recruit and retain the skilled personnel necessary to serve our customers effectively, including personnel with extensive military and law enforcement training and backgrounds. The proper execution of our contract objectives depends upon the availability of quality resources, especially qualified personnel. Given the nature of our business, we have substantial need for personnel who are willing to work overseas, frequently in locations experiencing political or civil unrest, for extended periods of time and often on short notice. We may not be able to meet the need for qualified personnel as such need arises.

We have experienced, and may experience in the future, changes in our management team. We have also taken measures to reduce our cost structure, including the elimination of a number of executive level and other management positions throughout the Company. Our senior management changes, cost containment measures, as well as the potential for additional changes or activities in the future, may result in disruption of our business or our customer relationships, distract our employees, decrease employee morale and result in failure in meeting operational targets due to the loss of employees. These changes could also make it difficult to retain and hire new talent, increase our expenses in terms of severance payments and facility exit costs, both of which could be significant, expose us to increased risk of legal claims by terminated employees, and harm our reputation. If we are unable to mitigate these or other similar risks, our business, results of operations, and financial condition may be adversely affected.

In addition, we must comply with provisions in U.S. government contracts that require employment of persons with specified work experience and security clearances. An inability to maintain employees with the required security clearances could have a significant impact on our ability to win new business and satisfy our existing contractual obligations, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

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.

Many of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services we must provide to our customers. These subcontractors generally perform niche or specialty services for which they have more direct experience, such as construction, catering services or specialized technical services. These subcontractors have local knowledge of the region in which we will be performing along with the ability to communicate with local nationals and assist in making arrangements for commencement of performance. Often, we enter into subcontract arrangements in order to meet government requirements to award certain categories of services to small businesses. A failure by one or more of our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed-upon services may materially and adversely impact our ability to perform our obligations as the prime contractor. Such subcontractor performance deficiencies could

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result in a customer terminating our contract for default. A default termination could expose us to liability and adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

We often enter into joint ventures so that we can jointly bid and perform on a particular project. The success of these and other joint ventures depends, in large part, on the satisfactory performance of the contractual obligations by our joint venture partners. If our partners do not meet their obligations, the joint ventures may be unable to adequately perform and deliver their contracted services. Under these circumstances, we may be required to make additional investments and provide additional services to ensure the adequate performance and delivery of the contracted services or we may be subject to other liabilities. These additional obligations could result in reduced profits or, in some cases, significant losses for us with respect to the joint venture, which could also affect our reputation in the industries we serve.

We are controlled by Cerberus Capital Management, L.P. ("Cerberus"), who will be able to make important decisions affecting our business.

All of our common stock is indirectly owned by funds and/or managed accounts that are affiliates of Cerberus. As a result, Cerberus is entitled to elect all of our directors, to appoint new management and to approve actions requiring the approval of the holders of our capital stock, including adopting amendments to our certificate of incorporation and approving mergers or sales of substantially all of our assets. We have three executives who are Cerberus Operations and Advisory Company, LLC (“COAC”) employees, who are seconded to us: James E. Geisler, our former Interim Chief Executive Officer and now non-executive chairman of our Board of Directors, Gregory S. Nixon, our Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary, and George C. Krivo, our Senior Vice President, DynGlobal.

The interests of Cerberus and its affiliates may differ from those of our other investors. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, Cerberus and its affiliates, as equity holders, may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks. Additionally, our debt agreements permits us to pay advisory fees, dividends or make other restricted payments under certain circumstances, and Cerberus may have an interest in our doing so.

We may compete with, or enter into transactions with, entities in which our controlling stockholder may hold a substantial interest.

Cerberus is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly and indirectly with us. Corporate opportunities may arise in the area of potential competitive business activities that may be attractive to us as well as to Cerberus or its affiliates, including through potential acquisitions of competing businesses. Competition may intensify if an affiliate or subsidiary of Cerberus were to enter into or possibly acquire a business similar to ours. In the event that such a transaction happens, Cerberus is under no obligation to communicate or offer such corporate opportunity to us, even if such opportunity might reasonably have been expected to be of interest to us or our subsidiaries.

We may make future investments, which would include co-investment or joint venture arrangements with our affiliates. We may also enter into business combinations and/or collaborate with and invest in other firms or entities, including Cerberus. You should consider that the interests of Cerberus may differ from yours in material respects.

Our new Global Advisory Group may not succeed in helping us sell services in new markets and diversify our customer base.

In order to sell our services in new geographic markets and diversify our customer base beyond our traditional customers, we have formed the Global Advisory Group to locate new business opportunities. There can be no assurance we will realize the expected benefits of the Global Advisory Group or be successful in new markets in the near-term or at all. Difficulties concentrating on new markets could limit our growth and could harm our results of operations. See “Item 1. Business-Sales and Marketing.” In addition, the focus of the Global Advisory Group on services for foreign governments and commercial customers could further expose us to international risks. See “-We are exposed to risks associated with operating internationally” and “-We are subject to certain U.S. laws and regulations, which are the subject of rigorous enforcement by the U.S. government; our noncompliance with such laws and regulations could adversely affect our future operating performance.”

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.

We compete with various entities across geographic and business lines. Competitors of our operating segments are typically various solution providers that compete in any one of the service areas provided by those business units. Additionally, competitors of our operating segments are typically large defense service contractors that offer services associated with maintenance, training and other activities.

We compete based on a number of factors, including our broad range of services, geographic reach, mobility and response time. Foreign competitors may obtain an advantage over us in competing for U.S. government contracts and attracting employees. We are required by U.S. laws and regulations to remit to the U.S. government statutory payroll withholding amounts for U.S.

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nationals working on U.S. government contracts while employed by our majority-owned foreign subsidiaries. Foreign competitors may not be similarly obligated by their governments.

Some of our competitors may have greater resources or are otherwise better positioned to compete for contract opportunities. For example, original equipment manufacturers that also provide aftermarket support services have a distinct advantage in obtaining service contracts for aircraft they have manufactured, as they frequently have better access to replacement and service parts, as well as an existing technical understanding of the platform they have manufactured. In addition, we are at a disadvantage when bidding for contracts up for re-competition for which we are not the incumbent provider, because incumbent providers are frequently able to capitalize on customer relationships, technical knowledge and pricing experience gained from their prior service.

In addition to the competition we face in bidding for contracts and task orders, we must also compete to attract the skilled and experienced personnel integral to our continued operations. We hire from a limited pool of potential employees as military and law enforcement experience, specialized technical skill sets and security clearances are prerequisites for many positions. Our failure to compete effectively for employees, or excessive attrition among our skilled personnel, could reduce our ability to satisfy our customers' needs and increase the costs and time required to perform our contractual obligations. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

Changes in, or interpretations of, accounting principles could have a significant impact on our financial position and results of operations.

We prepare our Consolidated Financial Statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions.

Future restatement of our financial statements could adversely affect our business.

Restatement of our financial statements could have adverse consequences on our business, financial condition, cash flows and results of operations, including the triggering of an event of default under our Senior Credit Facility and the indentures governing our Senior Unsecured Notes. Restatements could cause our credit rating to be downgraded, which could result in an increase in our borrowing costs and make it more difficult to borrow funds on reasonable terms or at all. In addition, restatements could result in key executives departing and SEC enforcement action.

We use estimates when accounting for contracts. Changes in estimates could affect our profitability and our overall financial position.

When agreeing to contractual terms, we make assumptions and projections about future conditions and events, many of which extend over a period of time. These assumptions and projections assess the cost, productivity and availability of labor, future levels of business base, complexity of the work to be performed, cost and availability of materials, impact of potential delays in performance and timing of product deliveries. Contract accounting requires judgment relative to assessing risks, estimating contract revenues and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total revenues and costs at completion is subject to many variables. Incentives, awards or penalties related to performance on contracts are considered in estimating revenue and profit rates, and are recorded when there is sufficient information to assess anticipated performance. Suppliers' assertions are also assessed and considered in estimating costs and profit rates.

Because of the significance of the judgment and estimation processes described above, it is possible that materially different amounts could be obtained if different assumptions were used or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may have a material impact on the profitability of one or more of the affected contracts and our performance. See Critical Accounting Policies within "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion.

Goodwill and other intangible assets represent significant assets on our balance sheet and have been significantly impaired and may continue to be impaired.

Goodwill and other intangible assets are significant assets on our balance sheet, with an aggregate balance of $42.1 million and $113.5 million, respectively, as of December 31, 2015. We assess goodwill and other intangible assets with indefinite lives for impairment annually in October and when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, a step one assessment is performed to identify any possible impairment in the period in which the event is identified. The annual impairment test requires us to determine the fair value of our reporting units in comparison to their carrying values. A decline in the estimated fair value of a reporting unit or asset group could result in an impairment, and a related non-cash impairment charge against earnings, if estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit.

As we continue to face challenges within the defense industry, we could experience unforeseen issues which adversely affect the value of our goodwill or intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets. Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any

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accelerated amortization of other intangible assets could have a negative impact on our results of operations and financial condition. See Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our profitability and cash flow.

We are subject to income taxes in the U.S. and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. Furthermore, changes in applicable domestic or foreign income tax laws and regulations, or their interpretation, could result in higher or lower income tax rates assessed or changes in the taxability of certain sales or the deductibility of certain expenses, thereby affecting our income tax expense and profitability. Deferred tax assets are required to be measured at the statutory tax rate currently in effect, therefore a change in the U.S. corporate tax rate would result in a remeasurement of our net deferred tax asset through the income tax provision. The final determination of any tax audits or related litigation could be materially different from our historical income tax provisions and accruals. Additionally, changes in our tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in our overall profitability, changes in tax legislation, changes in the valuation of deferred tax assets and liabilities, changes in differences between financial reporting income and taxable income, the results of audits and the examination of previously filed tax returns by taxing authorities and continuing assessments of our tax exposures could impact our tax liabilities and significantly affect our income tax expense, profitability and cash flow.

Acquisition and divestiture related transactions require substantial management resources and may disrupt our business and divert our management from other responsibilities. Acquisitions and divestitures are accompanied by other risks, including:

• the difficulty of integrating or disaggregating the operations and personnel of the acquired or divested companies;

• the inability of our management to maximize our financial and strategic position by the successful incorporation or dissolution of acquired or divested personnel into our programs;

• we may not realize anticipated synergies or financial growth;

• we may assume material liabilities that were not identified during due diligence, including potential regulatory penalties resulting from the acquisition or divested target's previous activities;

• difficulty maintaining uniform standards, controls, procedures and policies, with respect to accounting matters and otherwise;

• the potential loss or retention of key employees of acquired or divested companies;

• the impairment of relationships with employees and customers as a result of changes in management and operational structure; and

• acquisitions or divestitures may require us to invest significant amounts of cash resulting in dilution of stockholder value.

Any inability to successfully integrate or disaggregate the operations and personnel associated with an acquired or divested business and/or service line may harm our business and results of operations.

If we fail to manage acquisitions, divestitures, and other transactions successfully, our financial results, business, and future prospects could be harmed.

In pursuing our business strategy, we routinely conduct discussions, evaluate targets, and enter into agreements regarding possible acquisitions, divestitures, joint ventures, and equity investments. We seek to identify acquisition or investment opportunities that will expand or complement our existing services, or customer base, at attractive valuations. We often compete with others for the same opportunities. To be successful, we must conduct due diligence to identify valuation issues and potential loss contingencies, negotiate transaction terms, complete and close complex transactions, and manage post-closing matters (e.g., integrate acquired companies and employees, realize anticipated operating synergies, and improve margins) efficiently and effectively. Acquisition, divestiture, joint venture, and investment transactions often require substantial management resources and could have the potential to divert our attention from our existing business. Additionally, unidentified pre-closing liabilities could affect our future financial results.

The adoption of the Long-Term Cash Incentive Bonus Plan could substantially increase the cost to acquire the Company or prevent or delay a change in control.

     On December 17, 2013, DynCorp International, LLC approved a long-term cash incentive plan for certain executives, where in the event of a change in control, subject to the executives’ continued employment with DynCorp International, LLC through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the executive shall be eligible to receive a cash incentive bonus.

A change in control, as defined in the long-term cash incentive plan, would occur if a person who is not Cerberus or an affiliate of Cerberus becomes beneficial owner, directly or indirectly, of more than 50% of the combined voting power of issued and outstanding securities of DynCorp International, LLC or if there is a reduction in Cerberus’s beneficial ownership to less than

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30% of the combined voting power. There are other conditions that could result in a change in control event such as a sale or transfer or other disposition of all or substantially all of the business and assets of DynCorp International, LLC. The long-term cash incentive bonus plan could increase the cost to acquire the Company and prevent or delay a change in control.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 2. PROPERTIES.

We are headquartered in McLean, Virginia with major administrative offices in Fort Worth, Texas. As of December 31, 2015, we leased approximately 34 commercial facilities in 11 countries used in connection with the various services rendered to our customers. Lease expirations range from month-to-month to nine years. Upon expiration of our leases, we do not anticipate any difficulty in obtaining renewals or alternative space. Many of our current leases are non-cancelable. We do not own any real property.

The following locations represent our primary leased properties as of December 31, 2015:

Location	Description	Segment	Size (sq ft)1
Fort Worth, TX(2)	Executive offices - Finance and Administration	Headquarters	218,925
Salalah Port, Oman	Warehouse and storage - WRM II Program	DynLogistics	125,000
McLean, VA	Executive offices - Headquarters	Headquarters	79,035
Coppell, TX(3)	Warehouse - Logistics	Headquarters	60,000
Lorton, VA	Warehouse and offices - Global IT Modernization ("GITM") Program	DynLogistics	30,560
Palm Shores, FL	Offices - INL Air Wing Program	DynAviation	27,215
McClellan, CA	Warehouse - California Fire Program	DynAviation	18,800
Dubai, UAE	Executive offices - DIFZ Finance and Administration	Headquarters	17,698
Huntsville, AL	Business office - Aviation Headquarters	DynAviation	17,074

(1) Includes total square footage leased per agreements between the Company and lessors.

(2) Includes 153,475 square feet utilized for Executive Offices, 40,305 square feet which we have subleased, and 25,145 square feet which we no longer utilize and are in the process of subleasing.

(3) We no longer utilize this property and have fully subleased the facility.

We believe that substantially all of our property and equipment is in good condition, subject to normal use, and that our facilities have sufficient capacity to meet the current and projected needs of our business through calendar year 2016.

ITEM 3. LEGAL PROCEEDINGS.

Information required with respect to this item is set forth in Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Not applicable.

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ITEM 6. SELECTED FINANCIAL DATA.

The selected historical consolidated financial data for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 30, 2011 is presented in the table below.

This information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and related notes thereto, included elsewhere in this Annual Report on Form 10-K.

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	Delta Tucker Holdings, Inc.
	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013			December 31, 2012			December 30, 2011
(Amounts in thousands)
Results of operations:
Revenue	$	1,923,177		$	2,252,309		$	3,287,184		$	4,044,275		$	3,719,152
Cost of services	(1,721,679		)	(2,072,865		)	(2,987,253		)	(3,698,932		)	(3,408,842		)
Selling, general and administrative expenses	(144,675		)	(146,881		)	(149,925		)	(149,362		)	(149,551		)
Depreciation and amortization	(34,986		)	(48,582		)	(48,628		)	(50,260		)	(50,773		)
Earnings from equity method investees	140			10,077			4,570			825			12,800
Impairment of equity method investment (1)	—			—			—			—			(76,647		)
Impairment of goodwill, intangibles and long lived assets (2)	(96,696		)	(214,004		)	(312,728		)	(50,663		)	(33,768		)
Operating (loss) income	(74,719		)	(219,946		)	(206,780		)	95,883			12,371
Interest expense	(68,824		)	(70,783		)	(78,826		)	(86,272		)	(91,752		)
Loss on early extinguishment of debt, net	—			(1,362		)	(703		)	(2,094		)	(7,267		)
Interest income	110			221			157			117			205
Other income (expense), net	3,968			3,680			(810		)	4,672			6,071
Benefit (Provision) for income taxes	8,672			20,570			37,461			(15,598		)	20,941
Net loss	(130,793		)	(267,620		)	(249,501		)	(3,292		)	(59,431		)
Noncontrolling interests	(1,809		)	(2,160		)	(4,235		)	(5,645		)	(2,625		)
Net loss attributable to Delta Tucker Holdings, Inc.	$	(132,602	)	$	(269,780	)	$	(253,736	)	$	(8,937	)	$	(62,056	)
Cash flow data:
Net cash provided by operating activities	19,572			25,377			137,502			144,190			167,986
Net cash used in investing activities	(2,735		)	(4,674		)	(7,971		)	(12,163		)	(3,003		)
Net cash used in financing activities	(2,059		)	(97,544		)	(77,461		)	(83,457		)	(147,315		)
Balance sheet data (end of period):
Cash and cash equivalents	108,782			94,004			170,845			118,775			70,205
Total assets	789,930			982,487			1,499,921			1,970,716			2,014,421
Total indebtedness	642,272			642,272			732,272			782,909			872,909
Total (deficit) equity attributable to Delta Tucker Holdings, Inc.	(213,962		)	(82,766		)	183,785			437,542			447,966
Total (deficit) equity	(208,170		)	(77,277		)	189,660			445,754			453,152
Other financial data:
Purchases of property and equipment and software	4,734			10,343			10,346			8,118			4,887
Backlog (3)	3,042,000			3,331,000			3,980,000			5,278,000			5,745,000

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(1) The Company recorded an impairment of our investment in GLS during the year ended December 30, 2011 in the amount of $76.6 million as a result of a loss in carrying value that was other than temporary.

(2) The Company recorded impairment charges of $96.7 million, $214.0 million, $312.7 million, $50.7 million and $33.8 million for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 30, 2011, respectively. Of the $96.7 million recorded in 2015, $86.8 million related to goodwill, $5.2 million related to certain intangibles and indefinite-lived tradename and $4.7 million related to assets held for sale. Of the $214.0 million recorded in 2014, $164.9 million related to goodwill, $33.4 million related to customer-relationship intangibles, $14.5 million related to indefinite-lived tradename, $1.0 million related to helicopters and $0.2 million related to software. Of the $312.7 million recorded in 2013, $310.3 million was related to goodwill and $2.4 million was related to helicopters. The impairment charges for the years ended December 31, 2012 and December 30, 2011 primarily related to goodwill. See Note 3 to Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

(3) Backlog data is as of the end of the applicable period. See "Item 1. Business" for further details concerning backlog.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the Delta Tucker Holdings, Inc. consolidated financial statements and related notes thereto and other data contained elsewhere in this Annual Report on Form 10-K. Please see "Item 1A. Risk Factors" and "Forward-Looking Statements" for a discussion of the risks, uncertainties and assumptions associated with these statements. Unless otherwise noted, all amounts discussed herein are consolidated. All references in this Annual Report on Form 10-K to fiscal years of the United States government pertain to their fiscal year, which ends on September 30th of each year.

Company Overview

We are a leading global services provider offering unique, tailored solutions for an ever-changing world. Built on approximately seven decades of experience as a trusted partner to commercial, government and military customers, we provide sophisticated aviation solutions, law enforcement training and support, base and logistics operations, intelligence training, rule of law development, construction management, international development, ground vehicle support, counter-narcotics aviation, platform services and operations and linguist services. Our current customers include the U.S. Department of Defense ("DoD"), the Department of State ("DoS"), the U.S. Agency for International Development ("USAID"), foreign governments, commercial customers and certain other U.S. federal, state and local government departments and agencies.

Delta Tucker Holdings, Inc. was formed for the purpose of acquiring DynCorp International Inc. ("DynCorp International") and had immaterial assets and virtually no operations prior to the merger on July 7, 2010, except for the costs associated with acquiring DynCorp International. Delta Tucker Holdings, Inc. remains the holding company of DynCorp International. DynCorp International wholly owns DynCorp International, LLC, which functions as the operating company.

The Company's organizational structure includes two operating and reporting segments: DynAviation and DynLogistics. The DynAviation and DynLogistics segments operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations (“FAR”), Cost Accounting Standards (“CAS”) and audits by various U.S. federal agencies.

As of December 31, 2015, we employed or managed approximately 12,000 personnel, including approximately 4,600 personnel from our affiliates. We operate in approximately 31 countries through approximately 68 active contracts and 75 active task orders.

Current Operating Environment and Outlook

External Factors

Recent decisions and actions by the President and Congress have positively changed the policy and budget outlook. The passage of the Bipartisan Budget Act of 2015 ("BBA") brought much needed clarity to the fiscal years 2016 and 2017 defense budgets. The agreement averted sequestration for the next two fiscal years, avoided a full-year continuing resolution and prevented a damaging government shut-down by suspending the debt ceiling limit until March 2017. The new BBA allows for a return to growth in the defense base budget. Congress still has to set and appropriate the final funding levels for the DoD topline and Operations and Maintenance ("O&M") accounts, but the BBA provides relevant parameters for these funding levels. We believe the BBA provides welcome relief after a period of protracted budget uncertainty.

While we have seen improvements on the domestic political and budgetary fronts, the international environment continues to be driven by instability, with ongoing and potential conflicts around the globe. Global events are driving adjustments to U.S. national security and foreign policy objectives, as well as the requirements, funding levels and mechanisms to support necessary policy shifts. External factors influencing the industry continue to include:

• Adhering to discretionary spending caps mandated by the Budget Control Act of 2011 ("BCA");

• Reduced troop levels and tempo of operations in Afghanistan;

• Conflicts in Iraq, Syria and the wider Middle East; and

• Increased instability and challenges to the existing international framework.

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The BBA addresses the first factor by adding $80 billion - $50 billion in fiscal year 2016 and $30 billion in fiscal year 2017 - equally split between the Security and Non-Security budget accounts. The budget deal also includes an additional $32 billion - $16 billion in fiscal year 2016 and $16 billion in fiscal year 2017 - in Overseas Contingency Operations ("OCO") funding, which is also equally split between the Security and Non-Security accounts. Accordingly, in fiscal year 2016, $25 billion was added to the base budget security cap and an additional $8 billion was added for OCO requirements. The Security accounts included some Department of Energy and other national security programs, but roughly 95% of added Security funding will flow to DoD. 

Specifically, in fiscal year 2016, Congress appropriated and the President signed into law $573 billion for the DoD with $514 billion in the base budget and $59 billion in the OCO spending accounts.  Compared to fiscal year 2015, the DoD base budget appropriation grew by $24 billion, or 5%. With regard to DoD OCO appropriation, the $59 billion is $26 billion, or -21%, below fiscal year 2015; while significant, this decline in OCO funding was not as precipitous as initially projected.  In fact, the fiscal year 2016 DoD OCO appropriation is $8 billion above the President’s Request ("PR").

The defense services sector is predominately funded in the O&M accounts. For fiscal year 2016, the O&M accounts were funded at an enacted level of $244 billion with $197 billion for base budget activities and additional $47 billion in O&M for OCO related funding requirements. The O&M base budget appropriation is $2 billion higher than fiscal year 2015. We believe growth in the O&M request reflects DoD’s continued focus on readiness above all else. We also believe Congress will appropriate significant funds to address readiness concerns.

As with the overall DoD OCO appropriation, the $47 billion is below fiscal year 2015, but not did not decline at the predicted rate and was also $6 billion above the PR. The addition of $6 billion in OCO O&M funding acknowledged the need to align resources with continued DoD readiness challenges and global turmoil.

Looking to fiscal year 2017, the DoD PR is $583 billion with $524 billion in the base budget and $59 billion in OCO. Congress is concerned that the OCO requests are not large enough to meet global threats without eating into base budget requirements. The defense committees on Capitol Hill will try to add additional funds to the OCO accounts during the legislative process.

On O&M, the fiscal year 2017 request is $251 billion which reflects a $6.5 billion increase above fiscal year 2016 and demonstrates that this year’s request is a readiness budget. This is especially true for the Army, which increased by $3.5 billion to $63 billion and is the only account that increased from last year. The Chief of Staff of the Army, General Mark A. Milley, has said on several recent occasions that “combat readiness is our number one priority and there is no other number one.” This statement is indicative of all the services current focus on O&M funded readiness activities.

With regard to OCO, the budget request will prioritize defeating the Islamic State in Syria and the Levant ("ISIL") and funds to deter Russia. Specifically, the request will include $7.5 billion to combat ISIL, which is a 50% increase over fiscal year 2016.  Additionally, the PR will request $3.4 billion for the European Reassurance Initiative ("ERI"), a program to dissuade further Russian aggression; this reflects a striking 330% increase in ERI funding. The OCO request also includes $41 billion for operations in Afghanistan to support maintaining a larger operating presence, in both troops and bases, than previously projected.

Continuing on the international environment, we believe the decision to delay further troop reductions in Afghanistan, the decision to send U.S. Special Forces advisors into Syria while increasing operational tempo in Iraq and Syria, as well as continued conflict and instability in Yemen, Ukraine and others, argue for continued robust OCO funding. The U.S. and its allies are confronted with a complex, challenging and often violent world where U.S. leadership is still required. We believe this leadership includes assisting in the development of and equipping of allied security forces and related civil institutions to bolster international stability and security.

While potential challenges exist that could adversely impact our business on a short-term basis, we believe the following longer-term industry trends demonstrate the continued demand for the types of services we provide:

• Realignment of the military force structure, leading to increased outsourcing of non-combat functions, including life cycle;

• Asset management of equipment ranging from organizational- to depot-level maintenance;

• Requirement to maintain, overhaul and upgrade for returning rolling stocks and aging platforms;

• Sustain and support forward-deployed rotational troops and equipment;

• Growth in outsourcing by foreign allies of maintenance, supply-support, facilities management, infrastructure upgrades, and construction management related services;

• Continued focus on smart power initiatives by the DoS, USAID, the United Nations ("UN"), and the DoD, including development and smaller-scale stability operations; and

• Further efforts by the U.S. government to move from single-award to multiple-award IDIQ contracts, which offer an opportunity to increase revenue by competing for task orders with the other contract awardees.

With regard to the greater Middle East, we expect instability to persist, especially given the unknowns brought by Russia’s actions in Syria and elsewhere. Yet, we believe U.S. defense ties and presence throughout the region will continue to be of vital

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strategic interest to the U.S. and our allies. We believe that base operations and support and maintenance capacity will be key enablers in this environment and we are especially well-positioned to provide these services to both U.S. forces and allied nations.

Current Business Environment

Our contracts typically have a term of three to ten years consisting of a base period of one year with multiple one-year options. We also have a strong history of being awarded a majority of the contract options. Additionally, since our primary customer is the U.S. federal government, we have not historically had significant issues with bad debt. However, given the continued scrutiny by the U.S. government, we could be subjected to regulatory requirements that could require audits at various points within our contracting process. An adverse finding under an audit could result in the disallowance of costs under a U.S. government contract, termination of a U.S. government contract, forfeiture of profits or suspension of payments, which could prove to be impactful to our liquidity, affect our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government. Disapproval of our control systems could result in an adverse outcome.

We cannot be certain that the economic environment or other factors will not continue to adversely impact our business, financial condition or results of operations in the future. We believe that our primary sources of liquidity, such as customer collections and the Senior Credit Facility (as defined below), will enable us to continue to perform under our existing contracts and support further growth of our business. However, adverse conditions, such as a long term credit crisis or sequestration, could adversely affect our ability to obtain additional liquidity or refinance existing indebtedness at acceptable terms or at all. See "Item 1A. Risk Factors - Economic conditions could impact our business" for a discussion of the risks associated with current economic conditions.

Notable events for the year ended December 31, 2015 and to date

• In January 2015, DynLogistics announced the award of a contract from the United States Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Interior. The contract has a nine-month base period with two, three-month options and a total potential contract value of $84.0 million.

• In January 2015, DynLogistics announced the award of a contract from the United States Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Defense. The contract has a nine-month base period with two, three-month options and a total potential contract value of $67.8 million.

• In January 2015, DynAviation announced the award of a task order on a contract from the Naval Air Systems Command to provide aircraft maintenance and logistics support for aircraft assigned to the Naval Strike and Air Warfare Center. The task order has a one-year period of performance and is valued up to $44.5 million. The contract vehicle has a five-year period of performance, cumulatively, with a total potential value of $93.3 million.

• In January 2015, DynLogistics was awarded a contract from the U.S. Department of State to provide life support services on the Afghanistan Life Support Services ("ALiSS") contract. DI is one of two awardees on the IDIQ contract which has one base year with four, one-year options with a total potential contract value of $540 million. A subsequent change increased the total potential contract value to $750 million.

• In February 2015, DynAviation announced the award of a contract extension from the California Department of Forestry and Fire Protection ("CAL FIRE") to continue support of its aviation program to help suppress and control wildfires. The contract has a one-year period of performance with a total potential value of $27.8 million.

• In February 2015, DynAviation was awarded a contract from the United States Army to provide integrated maintenance support services for the Saudi Arabian National Guard ("SANG") Aviation Brigade. The contract has a three-year base period, with two one-year options and a total potential contract value of $127.2 million.

• In March 2015, DynAviation announced the award of a contract modification to continue to provide aviation maintenance services throughout the TASM-O region under the Army AFM contract. The contract modification has a one-year period of performance for a total value of $56.0 million.

• In April 2015, the U.S. Air Force awarded DynLogistics a new task order under the Air Force Contract Augmentation Program III ("AFCAP III") to provide support services for fire alarm systems and fire suppression systems at Al Dhafra Air Base, UAE. The task order has a one-year base period with a four-month option period and a possible six-month extension for a total contract value of $1.1 million.

• In May 2015, the Company was selected to bid for task orders under the Tank-Automotive and Armaments Command ("TACOM") Strategic Service Solutions Equipment Related Services contract to provide maintenance and repair support services. The contract is an eight year, IDIQ vehicle with a potential total value of $1.1 billion.

• In June 2015, the Company named Lewis Von Thaer as Chief Executive Officer. Mr. Von Thaer replaced James E. Geisler, our then Interim Chief Executive Officer, who continues to serve the Company as non-executive chairman of the Board of Directors.

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• In June 2015, DynLogistics announced the award of the two new task orders under AFCAP III to provide Air Traffic Management Services at Forward Operating Base ("FOB") Fenty and Fire Emergency Services ("FES") Equipment Services. The competitively awarded task orders have a one-year period of performance with a total contract value of $1.6 million and a one-year base period and 77-day option period with a total potential value of $1.6 million, respectively.

• In June 2015, DynLogistics was awarded a contract modification to continue supporting the U.S. Government in the Republic of the Philippines. The third of four, one-year options is valued at $18.3 million.

• In June 2015, the Company was selected to bid for task orders under the Air Force Contract Augmentation Program IV in support of base operations and logistical support services. The contract is a competitively-awarded IDIQ vehicle with a one-year base year and four one-year options with a potential value of $5 billion.

• In July 2015, DynAviation was notified that the Department of State intends to extend the INL Air Wing program by at least 12 months through the use of a J&A. 

• In July 2015, DynAviation was awarded a contract modification from the U.S. Air Force to continue providing aircraft maintenance, transient alert, munitions, base supply and fuels at Joint Base Andrews, Maryland. The competitively-awarded contract was originally awarded in August 2011, with a total potential value of $400.9 million. This contract modification is the fourth of seven possible option years, with a total value of approximately $65.6 million.

• In July 2015, DynLogistics was awarded a one-year contract extension from the U.S. Army Sustainment Command on a task order to continue providing base life support and operation and maintenance services in Afghanistan under the LOGCAP IV contract. The extension is valued at $154.3 million.

• In August 2015, DynAviation was awarded a contract modification to continue providing aviation maintenance and logistic support at the Naval Aviation Warfighting Development Center ("NAWDC") in Patuxent River, Maryland. The contract modification is the last of four possible option years and is valued at $104.1 million.

• In August 2015, DynAviation was awarded a contract modification valued at $17.3 million to continue providing maintenance support to the Royal Saudi Land Forces Aviation Command.

• In August 2015, DynLogistics was awarded a contract from the U.S. Army Contracting Command to provide technical support services to the Iraqi Army in Taji, Iraq. The contract has a total potential value of $139.3 million.

• In August 2015, DynLogistics was awarded two task orders under LOGCAP IV from the U.S. Army Sustainment Command to provide support services to the Geographic Combatant Command ("GCC") headquarters at the United States North America Command ("NORTHCOM") and United States Pacific Command ("PACOM") in several locations worldwide. These task orders have a one-year base period and two one-year options, with a total potential value of $77 million.

• We have historically participated in a collaborative arrangement with CH2M Hill on LOGCAP IV, in which our share of the profits was 70%. On August 25, 2015, we executed an agreement with CH2M Hill to end our collaborative arrangement on the LOGCAP IV contract. Subsequent to August 25, 2015, we no longer share any of the risks or profit associated with the contract.

• In September 2015, DynLogistics was awarded two three-month options from the U.S. Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Interior. The two, three-month options have a total potential value of $33.6 million.

• In September 2015, DynLogistics was awarded two three-month options from the U.S. Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Defense. The two, three-month options have a total potential value of $27.1 million.

• In September 2015, DynAviation finalized negotiations with the Department of State regarding the INL Air Wing program and definitized an agreement for a 12-month extension of services. The extension has a total potential value of $317.4 million.

• In October 2015 we received notification of a new competitive range decision that reinstated our proposal back into the competitive range for the recompete of the INL Air Wing program regarding services after October 2016.

• In October 2015, DynAviation was notified by the State of California that we were re-awarded the CAL FIRE contract following a customer driven recompete for the expansion of contractual scope. The new contract award has a one-year base period and three one-year options with a total potential contract value of $155.2 million.

• In November 2015, DynAviation was awarded a foreign military sale contract comprised of a two-year base period and three one-year options periods to provide maintenance management and support for Saudi Arabia's Land Forces Aviation Command. The contract has a total potential value of $160.4 million.

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• In March 2016, DynLogistics was awarded the G4 Worldwide Logistics Support contract from the United States Army's Intelligence and Security Command to provide multi-disciplined engineering, facilities and logistical support. The contract has a one-year base period, with four one-year options and a total potential contract value of $320.5 million.

Results of Operations

The results of operations presented are for the years ended December 31, 2015, December 31, 2014, and December 31, 2013.

Delta Tucker Holdings, Inc. Results of Operations for the years ended December 31, 2015, December 31, 2014, and December 31, 2013

The following table sets forth our consolidated statements of operations, both in dollars and as a percentage of revenue, for the years ended December 31, 2015, December 31, 2014, and December 31, 2013:

	For the years ended
	December 31, 2015					December 31, 2014					December 31, 2013
(Amounts in thousands)
Revenue	$	1,923,177		100.0	%	$	2,252,309		100.0	%	$	3,287,184		100.0	%
Cost of services	(1,721,679		)	(89.5	)%	(2,072,865		)	(92.0	)%	(2,987,253		)	(90.9	)%
Selling, general and administrative expenses	(144,675		)	(7.5	)%	(146,881		)	(6.5	)%	(149,925		)	(4.6	)%
Depreciation and amortization expense	(34,986		)	(1.8	)%	(48,582		)	(2.2	)%	(48,628		)	(1.5	)%
Earnings from equity method investees	140			—	%	10,077			0.4	%	4,570			0.1	%
Impairment of goodwill, intangibles and long lived assets	(96,696		)	(5.0	)%	(214,004		)	(9.5	)%	(312,728		)	(9.5	)%
Operating loss	(74,719		)	(3.8	)%	(219,946		)	(9.8	)%	(206,780		)	(6.4	)%
Interest expense	(68,824		)	(3.6	)%	(70,783		)	(3.1	)%	(78,826		)	(2.4	)%
Loss on early extinguishment of debt	—			—	%	(1,362		)	(0.1	)%	(703		)	—	%
Interest income	110			—	%	221			—	%	157			—	%
Other income (expense), net	3,968			0.2	%	3,680			0.2	%	(810		)	—	%
Loss before income taxes	(139,465		)	(7.2	)%	(288,190		)	(12.8	)%	(286,962		)	(8.8	)%
Benefit for income taxes	8,672			0.5	%	20,570			0.9	%	37,461			1.1	%
Net loss	(130,793		)	(6.7	)%	(267,620		)	(11.9	)%	(249,501		)	(7.7	)%
Noncontrolling interests	(1,809		)	(0.1	)%	(2,160		)	(0.1	)%	(4,235		)	(0.1	)%
Net loss attributable to Delta Tucker Holdings, Inc.	$	(132,602	)	(6.8	)%	$	(269,780	)	(12.0	)%	$	(253,736	)	(7.8	)%

Results of Operations 2015 vs 2014

Revenue — Revenue for the year ended December 31, 2015 was $1,923.2 million, a decrease of $329.1 million, or (14.6)%, compared to the year ended December 31, 2014. The decrease was primarily driven by the continued drawdown of U.S. forces in Afghanistan, which impacted the demand for services under our LOGCAP IV contract, lower volume on the CivPol task orders, and the completion of the Afghanistan Ministry of Defense Program ("AMDP"), the Combined Security Transition Command Afghanistan ("CSTC-A"), Counter Narcotics Terrorism Program Office ("CNTPO") and certain other contracts, partially offset by new contracts, including T-34/T-44/T-6, and Future Flexible Acquisition and Sustainment Tool ("F2AST"). See further discussion of our revenue results in the "Results by Segment" section below.

Cost of services — Cost of services are comprised of direct labor, direct material, overhead, subcontractors, travel, supplies and other miscellaneous costs. Cost of services for the year ended December 31, 2015 was $1,721.7 million, a decrease of $351.2 million, or (16.9)%, compared to the year ended December 31, 2014. The decrease in Cost of services was primarily driven by a reduction in demand for services, consistent with the decline in revenue, as discussed above. As a percentage of revenue, Cost of services improved to 89.5% for the year ended December 31, 2015 compared to 92.0% for the year ended December 31, 2014, primarily due to a one-time $35.0 million charge during the year ended December 31, 2014 on a certain U.S. Air Force contract related to a contract dispute. See further discussion of the impact of program margins in the "Results by Segment" section below.

Selling, general and administrative expenses — SG&A primarily relates to functions such as management, legal, financial accounting, contracts and administration, human resources, management information systems, purchasing, and business development. SG&A decreased by $2.2 million, or 1.5%, to $144.7 million during the year ended December 31, 2015 primarily as a result of the decrease in severance expense combined with our cost reduction initiatives, partially offset by higher legal costs during the year ended December 31, 2015. SG&A as a percentage of revenue was 7.5% for the year ended December 31, 2015

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compared to 6.5% for the year ended December 31, 2014 as a result of the decline in revenue outpacing general and administrative reductions and the higher legal costs noted above.

Depreciation and amortization — Depreciation and amortization during the year ended December 31, 2015 was $35.0 million, a decrease of $13.6 million, or 28.0%, compared to the year ended December 31, 2014. The decrease was primarily due to the non-cash impairment charge during the fourth quarter of 2014 which provided a new cost basis of the customer-related intangible assets ("CRI") as of December 31, 2014. The new cost basis of the CRI will be amortized over the remaining useful life of the asset.

Earnings from equity method investees — Earnings from equity method investees include our proportionate share of the income of our equity method investees deemed to be operationally integral to our business, such as Partnership for Temporary Housing LLC ("PaTH"), Contingency Response Services LLC ("CRS"), Global Response Services LLC ("GRS") and Global Linguist Solutions ("GLS"). Earnings from operationally integral unconsolidated affiliates for the year ended December 31, 2015 was $0.1 million, a decrease of $9.9 million compared to the year ended December 31, 2014. The decrease was primarily as a result of equity method income recognized upon the receipt of a $9.6 million distribution from GLS related to the finalization of Form 1s in February 2014 allowing GLS to submit previous invoices for recovery.

Impairment of goodwill, intangibles and long lived assets — Impairment for the years ended December 31, 2015 and December 31, 2014 was $96.7 million and $214.0 million, respectively. Impairments in 2015 were due to the $86.8 million impairment of goodwill, the $5.2 million impairment of certain intangibles and indefinite-lived tradename and the $4.7 million impairment of assets held for sale. Of the $214.0 million recorded in 2014, $164.9 million related to goodwill, $33.4 million related to customer-relationship intangibles and $14.5 million related to indefinite-lived tradename, with the remainder related to impairments of helicopters and software. See Note 2 and Note 3 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

Interest expense — Interest expense for the year ended December 31, 2015 was $68.8 million, a decrease of $2.0 million, or (2.8)%, compared to the year ended December 31, 2014. The decrease is the result of the reduction of the principal balance of our Term Loan by $90.0 million of principal prepayments during the year ended December 31, 2014.

Loss on early extinguishment of debt — Loss on early extinguishment of debt was zero as we made no principal payments on the Term Loan during the year ended December 31, 2015. Loss on early extinguishment of debt of $1.4 million for the year ended December 31, 2014 was attributable to principal prepayments on our Term Loan totaling $90.0 million. Deferred financing costs associated with the additional prepayment were expensed and recorded to Loss on early extinguishment of debt.

Other income (expense), net — Other income (expense) for the year ended December 31, 2015 was $4.0 million, an increase of $0.3 million compared to the year ended December 31, 2014, primarily as a result of earnings recognized from Babcock DynCorp Limited ("Babcock"), sublease income, and gains/losses from asset dispositions.

Income taxes — Our effective tax rate consists of federal and state statutory rates, certain permanent differences and discrete items. The effective tax rate for the year ended December 31, 2015 was 6.2%, as compared to 7.1% for the year ended December 31, 2014. The effective tax rate for the year ended December 31, 2015 was driven primarily by the impact of the goodwill impairment and our valuation allowance taken during the year ended December 31, 2015. See Note 4 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of income taxes.

Results of Operations 2014 vs 2013

Revenue — Revenue for the year ended December 31, 2014 was $2,252.3 million, a decrease of $1,034.9 million, or 31.5%, compared to the year ended December 31, 2013. The decrease was primarily driven by the accelerated pace of the drawdown in Afghanistan, which impacted the demand for services under our LOGCAP IV contract and caused reduced training needs under the AMDP and CSTC-A contract; reduced service needs in Iraq for DoS, affecting the INL Air Wing contract as well as the completion of the Worldwide Protective Services ("WPS") contract, and delays in new business awards. See further discussion of our revenue results in the "Results by Segment" section below.

Cost of services — Cost of services are comprised of direct labor, direct material, overhead, subcontractors, travel, supplies and other miscellaneous costs. Cost of services for the year ended December 31, 2014 was $2,072.9 million, a decrease of $914.4 million, or 30.6%, compared to the year ended December 31, 2013. The decrease in Cost of services was primarily driven by a reduction in demand for services, consistent with the decline in revenue, as discussed above. As a percentage of revenue, Cost of services was consistent for the years ended December 31, 2014 and December 31, 2013.

Selling, general and administrative expenses — SG&A primarily relates to functions such as management, legal, financial accounting, contracts and administration, human resources, management information systems, purchasing, and business development. SG&A decreased by $3.0 million, or 2.0%, to $146.9 million during the year ended December 31, 2014 primarily as a result of our continued cost reduction initiatives, partially offset by the costs association with executing these initiatives.

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SG&A as a percentage of revenue was 6.5% for the year ended December 31, 2014 compared to 4.6% for the year ended December 31, 2013 as a result of the decline in revenue out pacing general and administrative reductions.

Depreciation and amortization — Depreciation and amortization during the year ended December 31, 2014 was $48.6 million, which remained consistent compared to the year ended December 31, 2013.

Earnings from equity method investees — Earnings from equity method investees include our proportionate share of the income of our equity method investees deemed to be operationally integral to our business, such as Partnership for Temporary Housing LLC ("PaTH"), Contingency Response Services LLC ("CRS"), Global Response Services LLC ("GRS") and Global Linguist Solutions ("GLS"). Earnings from operationally integral unconsolidated affiliates for the year ended December 31, 2014 was $10.1 million, an increase of $5.5 million compared to the year ended December 31, 2013. The increase was primarily as a result of equity method income recognized upon the receipt of a $9.6 million distribution from GLS related to the finalization of Form 1s in February 2014 allowing GLS to submit previous invoices for recovery.

Impairment of goodwill, intangibles and long lived assets — Impairment for the years ended December 31, 2014 and December 31, 2013 was $214.0 million and $312.7 million, respectively primarily due to the $164.9 million impairment of goodwill, $33.4 million impairment of customer-relationship intangibles and $14.5 million impairment of indefinite-lived tradename.

Interest expense — Interest expense for the year ended December 31, 2014 was $70.8 million, a decrease of $8.0 million, or 10.2%, compared to the year ended December 31, 2013. The decrease is the result of the continual reduction of the principal balance of our Term Loan as a result of principal prepayments of $90.0 million during the year ended December 31, 2014 and $50.0 million during the year ended December 31, 2013.

Loss on early extinguishment of debt — Loss on early extinguishment of debt of $1.4 million and $0.7 million for the years ended December 31, 2014 and December 31, 2013, respectively, was attributable to principal prepayments on our Term Loan totaling $90.0 million and $50.0 million, respectively. Deferred financing costs associated with the additional prepayment were expensed and recorded to Loss on early extinguishment of debt.

Other income (expense), net — Other income (expense) for the year ended December 31, 2014 was $3.7 million, an increase of $4.5 million compared to the year ended December 31, 2013, primarily as a result of income recognized upon the sale of a helicopter as well as earnings recognized from Babcock DynCorp Limited ("Babcock") and gains/losses from foreign currency and asset sales.

Income taxes — Our effective tax rate consists of federal and state statutory rates, certain permanent differences and discrete items. The effective tax rate for the year ended December 31, 2014 was 7.1%, as compared to 13.1% for the year ended December 31, 2013. The effective tax rate for the year ended December 31, 2014 was driven primarily by the impact of the goodwill impairment and our valuation allowance taken during the year ended December 31, 2014.

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Results by Segment

The following tables set forth the revenue, both in dollars and as a percentage of our consolidated revenue, operating income and operating margin for our operating segments for the years ended December 31, 2015, December 31, 2014, and December 31, 2013. See Note 11 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

	For the years ended
	December 31, 2015					December 31, 2014					December 31, 2013
(Amounts in thousands)	Revenue			% of Total Revenue		Revenue			% of Total Revenue		Revenue			% of Total Revenue
DynAviation	$	1,276,062		66.4	%	$	1,204,417		53.5	%	$	1,373,635		41.8	%
DynLogistics	647,142			33.6	%	1,045,200			46.4	%	1,920,715			58.4	%
Headquarters / Other (1)	(27		)	—	%	2,692			0.1	%	(7,166		)	(0.2	)%
Consolidated revenue	$	1,923,177		100.0	%	$	2,252,309		100.0	%	$	3,287,184		100.0	%
	Operating (Loss) Income			(Loss) Profit Margin		Operating Loss			Loss Margin		Operating (Loss) Income			(Loss) Profit Margin
DynAviation	$	(69,240	)	(5.4	)%	$	(61,501	)	(5.1	)%	$	(194,701	)	(14.2	)%
DynLogistics	42,496			6.6	%	(67,097		)	(6.4	)%	36,243			1.9	%
Headquarters / Other (2)	(47,975		)			(91,348		)			(48,322		)
Consolidated operating (loss) / income	$	(74,719	)			$	(219,946	)			$	(206,780	)

(1) Represents revenue earned on shared service arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(2) Headquarters operating loss primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, partially offset by equity method investee income.

Results by Segment 2015 vs 2014

DynAviation

Revenue of $1,276.1 million increased $71.6 million, or 5.9%, for the year ended December 31, 2015 compared to the year ended December 31, 2014. The change was primarily as a result of increased content from T-6 Contractor Operated and Maintained Base Supply ("T-6 COMBS"), Sheppard Air Force Base ("Sheppard AFB"), Theater Aviation Sustainment Manager - OCONUS ("TASM-O"), and MD530 subcontracts, new business from Naval Aviation Warfighting Development Center ("NAWDC"), T-34/T-44/T-6 and F2AST contracts and continued organic growth in our Middle East contracts, Advanced Military Maintenance, Repair and Overhaul Center ("AMMROC"), and the Saudi Arabian National Guard ("SANG") contract. The increase in revenue was partially offset by lower content on International Narcotics Law Enforcement Air Wing ("INL Air Wing") program and the completion of CNTPO, C20, and C21 programs and certain task orders under the Contract Field Teams ("CFT") program. Challenges to future revenue growth as a result of an increasingly competitive environment and delays in the government procurement environment could result in future declines within the DynAviation segment.

Operating loss of $69.2 million for the year ended December 31, 2015 as compared to $61.5 million for the year ended December 31, 2014 was primarily due to the goodwill impairment charge of $86.8 million on our goodwill associated with our Aviation reporting unit, the completion of contracts that historically commanded higher margins, costs associated with the exit of the FAA Part 135 commuter and on demand operations line of business at Heliworks, contract losses on new U.S. Navy programs, and lower content on INL Air Wing. The operating loss for the year ended December 31, 2014 was primarily as a result of the goodwill impairment charge of $74.1 million on our goodwill associated with our Aviation and Air Wing reporting units, decrease in revenue discussed above, additional contract loss recorded during the third quarter of 2014 on a U.S. Air Force contract related to a contract dispute, and a change in contract mix on the TASM-O task order, moving under the AFM contract vehicle.

DynLogistics

Revenue of $647.1 million decreased $398.1 million, or 38.1%, for the year ended December 31, 2015 compared to the year ended December 31, 2014 primarily as a result of reductions in manning, materials and other direct costs under the AOR task order under the LOGCAP IV program. Additionally, revenue was impacted by descoping the Philippines Operations Support ("POS") contract, lower volume on the Civilian Police ("CivPol") task orders and the completion of AMDP, CSTC-A, and certain other contracts. This decline was partially offset by the new Afghanistan Ministry of Interior and Afghanistan Ministry of Defense task orders under the United States Army Contracting Command and growth in our national strategic programs portfolio.

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Operating income of $42.5 million for the year ended December 31, 2015 as compared to an operating loss of $67.1 million for the year ended December 31, 2014 was primarily due to the goodwill impairment charge of $90.7 million associated with our LSS reporting unit during the year ended December 31, 2014, the definitization of cost and fee on certain legacy programs in 2015, the execution of an agreement to end our LOGCAP IV collaborative fee sharing arrangement and the decrease in revenue discussed above.

Results by Segment 2014 vs 2013

DynAviation

Revenue of $1,204.4 million decreased $169.2 million, or 12.3%, for the year ended December 31, 2014 compared to the year ended December 31, 2013. The change was primarily as a result of the decrease in demand resulting from the descoping of the INL Air Wing program in Iraq in addition to a reduction in volume of certain task orders under the CFT and CNTPO programs, and the completion of the G222 and Columbus Support Division contracts. The decrease in revenue was partially offset by the MAISR program.

Operating loss of $61.5 million for the year ended December 31, 2014 compared to the operating loss of $194.7 million for the year ended December 31, 2013 was primarily as a result of the goodwill impairment charge of $74.1 million on our goodwill associated with our Aviation and Air Wing reporting units, decrease in revenue discussed above, additional contract loss recorded during the third quarter of 2014 on a U.S. Air Force contract related to a contract dispute, and a change in contract mix on the TASM-O task order, moving under the AFM contract vehicle. Operating loss as a percentage of revenue decreased to 5.1% for the year ended December 31, 2014 as compared to 14.2% for the year ended December 31, 2013.

DynLogistics

Revenue of $1,045.2 million decreased $875.5 million, or 45.6%, for the year ended December 31, 2014 compared to the year ended December 31, 2013 primarily as a result of reductions in manning, materials and other direct costs under the AOR task order under the LOGCAP IV program. We are currently in negotiations with the LOGCAP IV customer to finalize our fee related to undefinitized work performed on LOGCAP IV. We are working with our customer to complete the contract actions that will allow us to bill and collect our receivables. If we cannot reach an agreement with the customer, we believe we have other avenues to pursue resolution, including the claims process. Additionally, revenue was impacted by descoping on the AMDP and CSTC-A contracts, and lower volume on the CivPol task orders, as well as the completion of the WPS program in Iraq. This decline was partially offset by revenue from programs including AFRICAP, the WRM II program, and the new task order for the Criminal Justice Program Support ("CJPS") in Haiti.

Operating loss for the year ended December 31, 2014 was $67.1 million compared to operating income for the year ended December 31, 2013 of $36.2 million primarily due to the impairment charge of $90.7 million on our goodwill associated with our LSS reporting unit and declines in revenue as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Cash generated by operations and borrowings available under our Senior Secured Credit Facility ("Senior Credit Facility") are our primary sources of short-term liquidity (refer to Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more detail).

Subject to our ability to extend or refinance the Revolver as part of any potential refinancing actions to address the upcoming maturity of our Senior Credit Facility, we believe our cash flow from operations and our available borrowings will be adequate to meet our liquidity needs for the next twelve months. However, our cash flow from operations is heavily dependent upon billing and collection of our accounts receivable and access to our Revolver for the next twelve months is dependent upon (1) our meeting financial and non-financial covenants and (2) extending the maturity of the Revolver through an amendment to the Senior Credit Facility or otherwise refinancing the Senior Credit Facility, including such Revolver debt, prior to its scheduled maturity in July 2016.

As further described in Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K, the Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company's ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement until April 30, 2016 in order to provide additional time to address its upcoming debt maturities. The waiver provides certain restrictions on the Company's ability to access Revolver borrowings which are further described in Note 7. If we do not obtain approval from the lenders under the Senior Credit Facility to extend this waiver, we will be in default under the Senior Credit Facility on May 1, 2016 and would not have the benefit of any cure period. Default under the Senior Credit Facility could allow our lenders to declare all amounts outstanding under the Senior Credit Facility to be immediately due and payable.

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Significant changes, such as a future government shutdown, further cuts mandated by sequestration or any other limitations in collections, significant future losses on any of our contracts or loss of our ability to access our Revolver, could materially impact liquidity and our ability to fund our working capital needs. Failure to meet covenant obligations prior to its scheduled maturity could result in an earlier elimination of access to our Senior Credit Facility or other remedies by our Agent, such as the acceleration of our debt, which would materially affect our future expansion strategies and our ability to meet our operational obligations. See further discussion of our covenants in the Financing section below.

Our primary use of short-term liquidity includes debt service and working capital needs sufficient to pay for materials, labor, services and subcontractors prior to receiving payments from our customers. There can be no assurance that sufficient capital will continue to be available in the future or that we will be able to refinance our Senior Credit Facility at terms acceptable to us prior to its maturity in July 2016. Although we operate internationally, virtually all of our cash is held by either U.S. entities or by foreign entities which are structured as pass through entities. As a result, we do not have significant risk associated with our ability to repatriate cash.

Management believes Days Sales Outstanding ("DSO") is an appropriate way to measure our billing and collections effectiveness. DSO measures the efficiency in collecting our receivables as of the period end date and is calculated based on average daily revenue for the most recent quarter and accounts receivable, net of customer advances, as of the balance sheet date. As of December 31, 2015 and December 31, 2014, DSO was 73 days compared to 80 days, primarily due to favorable timing of payment cycles and the resolution of previously undefinitized work on our LOGCAP IV contract.

We will continue to focus on working capital management and growth in our business as we approach the maturity of our Senior Credit Facility on July 7, 2016. We expect cash to continue to be impacted by operational working capital needs and interest payments on the Senior Credit Facility and the Senior Unsecured Notes.

Cash Flow Analysis

The following table sets forth cash flow data for the periods indicated therein:

	For the years ended
(Amounts in thousands)	December 31, 2015			December 31, 2014			December 31, 2013
Net cash provided by operating activities	$	19,572		$	25,377		$	137,502
Net cash used in investing activities	(2,735		)	(4,674		)	(7,971		)
Net cash used in financing activities	(2,059		)	(97,544		)	(77,461		)

Cash Flows - December 31, 2015 vs December 31, 2014

Operating Activities

Cash provided by operating activities during the year ended December 31, 2015 was $19.6 million as compared to cash provided by operating activities of $25.4 million during the year ended December 31, 2014. Cash provided by operations for the year ended December 31, 2015 was impacted by our net loss position, excluding the impact of non-cash impairments, and our change in working capital. Cash provided by operations for the year ended December 31, 2014 was impacted by our net loss position, excluding the impact of non-cash impairments, our change in working capital and by dividends received from equity method investees.

Investing Activities

Cash used in investing activities during the year ended December 31, 2015 was $2.7 million as compared to cash used in investing activities during the year ended December 31, 2014 of $4.7 million. Cash used in investing activities during the year ended December 31, 2015 was primarily due to the purchases of capital assets and contributions to GLS partially offset by returns of capital from our Babcock joint venture. Cash used in investing activities during the year ended December 31, 2014 was primarily due to the purchase of fixed assets and the investment in software partially offset by the return of capital from our Babcock joint venture.

Financing Activities

Cash used in financing activities during the year ended December 31, 2015 was $2.1 million compared to $97.5 million of cash used in financing activities during the year ended December 31, 2014. Cash used in financing activities during the year ended December 31, 2015 was primarily the result of payments related to financed insurance. Cash used in financing activities during the year ended December 31, 2014 was primarily the result of the $90.0 million prepayment on our Term Loan as well as payments related to financed insurance.

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Cash Flows - December 31, 2014 vs December 31, 2013

Operating Activities

Cash provided by operating activities during the year ended December 31, 2014 was $25.4 million as compared to cash provided by operating activities of $137.5 million during the year ended December 31, 2013. Cash provided by operations for the year ended December 31, 2014 was impacted by our net loss position, excluding the impact of non-cash impairments, our change in working capital and by dividends received from equity method investees. Cash provided by operations for the year ended December 31, 2013 was impacted by our net loss position, excluding the impact of non-cash impairments, coupled with working capital improvements resulting from the collection of accounts receivable partially offset by the utilization of prepaid expenses and cash expended to reduce accounts payable.

Investing Activities

Cash used in investing activities during the year ended December 31, 2014 was $4.7 million as compared to cash used in investing activities during the year ended December 31, 2013 of $8.0 million. Cash used in investing activities during the year ended December 31, 2014 was primarily due to the purchase of fixed assets and the investment in software partially offset by the return of capital from our Babcock joint venture. Cash used in investing activities during the year ended December 31, 2013 was primarily due to the purchase of fixed assets and the investment in software partially offset by the return of capital from our Babcock and CRS joint ventures.

Financing Activities

Cash used in financing activities during the year ended December 31, 2014 was $97.5 million compared to $77.5 million of cash used in financing activities during the year ended December 31, 2013. Cash used in financing activities during the year ended December 31, 2014 was primarily the result of the $90.0 million prepayment on the Term Loan as well as payments related to financed insurance. Cash used in financing activities during the year ended December 31, 2013 was primarily the result of payments related to financed insurance and a $50.0 million prepayment on the Term Loan.

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Financing

Long-term debt consisted of the following:

	Delta Tucker Holdings, Inc.
	December 31, 2015			December 31, 2014
(Amounts in thousands)
10.375% senior unsecured notes	$	455,000		$	455,000
Term loan	187,272			187,272
Total indebtedness	642,272			642,272
Less current portion of long-term debt	(187,272		)	—
Total long-term debt	$	455,000		$	642,272

In connection with the Merger on July 7, 2010, substantially all of DynCorp International's debt outstanding as of April 2, 2010 was repaid and replaced with new debt described below. Due to principal prepayments made on our Term Loan in 2011, we have satisfied our responsibility to make quarterly principal payments through July 7, 2016.

The weighted-average interest rate as of December 31, 2015 and December 31, 2014 for our debt was 9.2% excluding the impact of deferred financing fees. There were no interest rate hedges in place during the years ended December 31, 2015 and December 31, 2014.

Senior Credit Facility

In connection with the Merger, DynCorp International entered into a senior secured credit facility on July 7, 2010 (the "Senior Credit Facility"), with a banking syndicate and Bank of America, NA as Agent.

On June 19, 2013, we entered into a third amendment (the “Amendment”) to the Senior Credit Facility. The Amendment, among other things, amended the Senior Credit Facility to extend the maturity date of the revolving credit facility (the "Revolver") to July 7, 2016, increased the amount of the Revolver to $181.0 million and modified the maximum total leverage threshold test and certain other covenants.

On November 5, 2014, we entered into a Fourth Amendment to the Senior Credit Facility. The Fourth Amendment, among other things, (i) amended the Senior Credit Facility by modifying the financial maintenance covenants; (ii) reduced the amount of the Revolver credit commitments of the lenders consenting to the Fourth Amendment by 20%, which represented a reduction of approximately $36.2 million; (iii) amended the definition of Consolidated Net Income, as defined in the Senior Credit Facility, to exclude up to $35 million for a one-time charge during the three month period ended September 26, 2014 related to a certain U.S. Air Force contract; and (iv) waived compliance with the financial maintenance covenants with respect to the three month period ended September 26, 2014.

The Senior Credit Facility is secured by substantially all of our assets and is guaranteed by substantially all of our subsidiaries. As of December 31, 2015, the Senior Credit Facility provided for a $187.3 million term loan facility ("Term Loan") and a $144.8 million Revolver, which includes a $100.0 million letter of credit subfacility. As of December 31, 2015 and December 31, 2014, the available borrowing capacity under the Senior Credit Facility was approximately $102.2 million and $108.1 million, respectively, which allows for up to $42.6 million and $36.7 million in additional letters of credit, respectively. Giving effect to the waiver described below, available borrowing capacity under the Senior Credit Facility as of the date of this report (taking into account the existing $42.6 million in issued letters of credit) would be approximately $29.8 million. The maturity date on the Term Loan and Revolver is July 7, 2016. Amounts borrowed under our Revolver are used to fund operations. Refer to Note 7 for further discussion of the Senior Credit Facility.

The Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company's ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement until April 30, 2016 in order to provide additional time to address its upcoming debt maturities. If we do not obtain approval from the lenders under the Senior Credit Facility to extend this waiver, we will be in default under the Senior Credit Facility on May 1, 2016 and would not have the benefit of any cure period.  Default under the Senior Credit Facility could allow our lenders to declare all amounts outstanding under the Senior Credit Facility to be immediately due and payable.

The waiver provides that we may not make further Revolver borrowings or request letters of credit (other than letters of credit to replace existing letters of credit with an expiry date during, or within two business days after the end of, the waiver period) if the aggregate outstanding amount of revolving loans and letters of credit exceeds 50% of the Revolver commitment. In addition, during the waiver period, any proceeds of revolving loans may only be used for working capital purposes and in the ordinary

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course of business for other general corporate purposes. The Company may not use the proceeds of revolving loans for dividends, prepayments of any junior debt or acquisition financing.

Interest Rates on Term Loan & Revolver

Both the Term Loan and Revolver bear interest at one of two options, based on our election, using either the (i) base rate ("Base Rate") plus an applicable margin or the (ii) London Interbank Offered Rate ("Eurocurrency Rate") plus an applicable margin. The applicable margin for the Term Loan is fixed at 3.5% for the Base Rate option or 4.5% for the Eurocurrency Rate option. The applicable margin for the Revolver ranges from 3.0% to 3.5% for the Base Rate option or 4.0% to 4.5% for the Eurocurrency option based on our outstanding Secured Leverage Ratio at the end of each quarter. The Secured Leverage Ratio is the ratio of total secured consolidated debt (net of up to $75.0 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, and depreciation & amortization ("Consolidated EBITDA"), as defined in the Senior Credit Facility. Interest payments on both the Term Loan and Revolver are payable at the end of the interest period as defined in the Senior Credit Facility, but not less than quarterly.

The Base Rate is equal to the higher of (a) the Federal Funds Rate plus one half of one percent and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate; provided that in no event shall the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month interest periods on the date of determination of the Base Rate. The variable Base Rate has a floor of 2.75%.

The Eurocurrency Rate is the rate per annum equal to the British Bankers Association London Interbank Offered Rate ("BBA LIBOR") as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) two Business Days prior to the commencement of such interest period. The variable Eurocurrency rate has a floor of 1.75%.

As of December 31, 2015 and December 31, 2014, the applicable interest rates for outstanding balances under our Term Loan were 6.25% and 6.25%, respectively.

Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees

The letter of credit subfacility bears interest at the applicable margin for Eurocurrency Rate loans, which ranges from 4.0% to 4.5%. The unused commitment fee on our Revolver ranges from 0.50% to 0.75% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. Interest payments on both the letter of credit subfacility and unused commitments are payable quarterly in arrears. As of December 31, 2015 and December 31, 2014 the applicable interest rates for our letter of credit subfacility and our interest rates for our unused commitment fees were 4.25% and 4.00% and 0.50% and 0.50%, respectively, for both periods. All of our letters of credit are also subject to a 0.25% fronting fee.

Principal Payments

Our Senior Credit Facility contains an annual requirement to use a portion of our Excess Cash Flow, as defined in the Credit Facility, to make additional principal payments. The first requirement was in 2012 based on annual financial results for the year ended December 31, 2012. Based on the annual financial results for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 we were not required to make additional principal payments under the Excess Cash Flow requirement. Based on our annual financial results for the year ended December 31, 2015 we are required to make an additional principal payment of $4.6 million under the Excess Cash Flow requirement by April 6, 2016. Additional principal payments could be required in future years based on net proceeds received from items such as tax refunds or disposition of assets or lines of business. Pursuant to our Term Loan facility quarterly principal payments are required, however, the principal prepayments made in 2011 were applied to the future scheduled maturities and satisfied our responsibility to make quarterly principal payments through July 7, 2016.

During the year ended December 31, 2015, we made no principal payments on the Term Loan. During the year ended December 31, 2014, we made principal payments of $90.0 million on the Term Loan. Deferred financing costs associated with the prepayments totaled $1.4 million and were expensed and included in Loss on early extinguishment of debt in our consolidated statement of operations for the year ended December 31, 2014. There were no penalties associated with the prepayments.

Covenants

The Senior Credit Facility contains financial, as well as non-financial, affirmative and negative covenants. These covenants can, among other things, limit our ability to:

• declare dividends and make other distributions;

• redeem or repurchase our capital stock;

• prepay, redeem or repurchase certain of our indebtedness;

• grant liens;

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• make loans or investments (including acquisitions);

• incur additional indebtedness;

• modify the terms of certain debt;

• restrict dividends from our subsidiaries;

• change our business or business of our subsidiaries;

• merge or enter into acquisitions;

• sell our assets;

• enter into transactions with our affiliates; and

• make capital expenditures.

In addition, the Senior Credit Facility stipulates a maximum total leverage ratio, as defined in the Senior Credit Facility, and a minimum interest coverage ratio, as defined in the Senior Credit Facility, that must be maintained. The total leverage ratio is the Consolidated Total Debt, as defined in the Senior Credit Facility, less unrestricted cash and cash equivalents (up to $75.0 million) to Consolidated EBITDA, as defined in the Senior Credit Facility, for the applicable period.

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Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

The interest coverage ratio is the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the Senior Credit Facility. Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2015	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

For the years ended December 31, 2015 and December 31, 2014 we were in compliance with our financial maintenance covenants. The fair value of our borrowings under our Senior Credit Facility approximates 96.0% and 99.3% of the carrying amount based on quoted values as of December 31, 2015 and December 31, 2014, respectively.     

In the event we fail to comply with the covenants specified in the Senior Credit Facility and the Indenture governing our Senior Unsecured Notes, we may be in default.

Senior Unsecured Notes

On July 7, 2010, DynCorp International completed an offering of $455 million in aggregate principal of 10.375% senior unsecured notes (the "Senior Unsecured Notes"). The initial purchasers were Bank of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 (the "Indenture"), by and among us, the guarantors party thereto (the "Guarantors"), including DynCorp International, and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee. The Senior Unsecured Notes mature on July 1, 2017. Interest on the Senior Unsecured Notes commenced on January 1, 2011 and is payable on January 1 and July 1 of each year. The balance of our Senior Unsecured Notes was $455.0 million as of both December 31, 2015 and December 31, 2014.

The Senior Unsecured Notes contain various covenants that restrict our ability to:

• incur additional indebtedness;

• make certain payments, including declaring or paying certain dividends;

• purchase or retire certain equity interests;

• retire subordinated indebtedness;

• make certain investments;

• sell assets;

• engage in certain transactions with affiliates;

• create liens on assets;

• make acquisitions; and

• engage in mergers or consolidations.

The aforementioned restrictions are considered to be in place unless we achieve investment grade ratings from both Moody's Investor Service, Inc. as well as Standard Poor's Rating Service.

We can redeem the Senior Unsecured Notes, in whole or in part, at defined call prices, plus accrued interest through the redemption date. The Indenture requires us to repurchase the Senior Unsecured Notes at defined prices in the event of certain specified triggering events, including certain asset sales and change of control events. The fair value of the Senior Unsecured Notes is based on their quoted market value. As of December 31, 2015 and December 31, 2014, the quoted market value of the Senior Unsecured Notes was approximately 74.3% and 82.0%, respectively, of stated value.

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We or our affiliates may, from time to time, purchase our Senior Unsecured Notes. Any such future purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as we or any such affiliates may determine.

43

Contractual Commitments

The following table represents our contractual commitments associated with our debt and other obligations as of December 31, 2015:

	Calendar Years (1)
(Amounts in thousands)	2016		2017		2018		2019		2020		Thereafter		Total
Term Loan (2)	$	187,272	$	—	$	—	$	—	$	—	$	—	$	187,272
Senior Unsecured Notes	—		455,000		—		—		—		—		455,000
Interest on indebtedness (3)	54,570		23,603		—		—		—		—		78,173
Operating leases (4)	21,180		14,562		9,664		5,083		4,125		10,261		64,875
Liability on uncertain tax positions(5)	—		3,293		—		—		—		—		3,293
Total contractual obligations	$	263,022	$	496,458	$	9,664	$	5,083	$	4,125	$	10,261	$	788,613

(1) As of December 31, 2015, there were no amounts outstanding under our Revolver.

(2) Due to principal prepayments made on our Term Loan during the year ended December 30, 2011, we have satisfied our responsibility to make quarterly principal payments through July 7, 2016. Amounts above exclude such future mandatory principal payments due to excess cash flow requirements. See Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of the payments.

(3) Based on our current debt structure, interest expense was calculated using interest rates of: (i) 10.375% for our Senior Unsecured Notes, (ii) 6.25% for our Term Loan, (iii) 4.00% for our Letters of Credit currently outstanding and (iv) 0.75% for the unused borrowing capacity available under our Revolver.

(4) For additional information about our operating leases, see Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

(5) Represents the estimated payments related to the unrecognized tax benefits for the respective year. See Note 4 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

44

Non-GAAP Measures

We define EBITDA as GAAP net (loss) income attributable to Delta Tucker Holdings, Inc. adjusted for interest expense, taxes and depreciation and amortization. Adjusted EBITDA is calculated by adjusting EBITDA for the items described in the table below. We use EBITDA and Adjusted EBITDA as supplemental measures in the evaluation of our business and believe that EBITDA and Adjusted EBITDA provide a meaningful measure of operational performance on a consolidated basis because it eliminates the effects of period to period changes in taxes, costs associated with capital investments and interest expense and is consistent with one of the measures we use to evaluate management’s performance for incentive compensation. In addition, all adjustments to arrive at Adjusted EBITDA as presented in the table below correspond to the definition of Consolidated EBITDA used in the Senior Secured Credit Facilities and the definition of EBITDA used in the Indenture governing the Senior Unsecured Notes to test the permissibility of certain types of transactions, including debt incurrence. Neither EBITDA nor Adjusted EBITDA is a financial measure calculated in accordance with GAAP. Accordingly, they should not be considered in isolation or as substitutes for net (loss) income attributable to Delta Tucker Holdings, Inc. or other financial measures prepared in accordance with GAAP.

Management believes these non-GAAP financial measures are useful in evaluating operating performance and are regularly used by security analysts, institutional investors and other interested parties in reviewing the Company. Non-GAAP financial measures are not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of the performance of other companies. When evaluating EBITDA and Adjusted EBITDA, investors should consider, among other factors, (i) increasing or decreasing trends in EBITDA and Adjusted EBITDA, (ii) whether EBITDA and Adjusted EBITDA have remained at positive levels historically, and (iii) how EBITDA and Adjusted EBITDA compare to our debt outstanding. The non-GAAP measures of EBITDA and Adjusted EBITDA do have certain limitations. They do not include interest expense, which is a necessary and ongoing part of our cost structure resulting from the incurrence of debt. EBITDA and Adjusted EBITDA also exclude tax, depreciation and amortization expenses. Because these are material and recurring items, any measure, including EBITDA and Adjusted EBITDA, which excludes them has a material limitation. To mitigate these limitations, we have policies and procedures in place to identify expenses that qualify as interest, taxes, loss on debt extinguishments and depreciation and amortization and to approve and segregate these expenses from other expenses to ensure that EBITDA and Adjusted EBITDA are consistently reflected from period to period. Our calculation of EBITDA and Adjusted EBITDA may vary from that of other companies. Therefore, our EBITDA and Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies. EBITDA and Adjusted EBITDA do not give effect to the cash we must use to service our debt or pay income taxes and thus does not reflect the funds generated from operations or actually available for capital investments.

45

	Delta Tucker Holdings, Inc.
	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amount in thousands)	(unaudited)
Net loss attributable to Delta Tucker Holdings, Inc.	$	(132,602	)	$	(269,780	)	$	(253,736	)
Benefit for income tax	(8,672		)	(20,570		)	(37,461		)
Interest expense, net of interest income	68,714			70,562			78,669
Depreciation and amortization(1)	37,254			49,707			50,279
EBITDA	(35,306		)	(170,081		)	(162,249		)
Non-recurring or unusual gains or losses or income or expenses and non-cash impairments (2)	119,406			255,613			323,930
Employee share based compensation, severance, relocation and retention expense (3)	7,026			9,531			6,444
Cerberus fees (4)	4,062			2,415			1,899
Annualized operational efficiencies (5)	2,094			8,828			11,798
Other (6)	(1,139		)	2,710			(1,367		)
Adjusted EBITDA	$	96,143		$	109,016		$	180,455

(1) Includes certain depreciation and amortization amounts which are classified as Cost of services in the consolidated statements of operations of Delta Tucker Holdings, Inc. included elsewhere in this Annual Report on Form 10-K.

(2) Includes the $86.8 million impairment of goodwill within the Aviation reporting unit and the impairment of certain intangibles, indefinite-lived tradename and assets held for sale of $9.9 million in 2015, the impairment of goodwill within the LSS, Aviation and Air Wing reporting units in 2014, the impairment of customer-relationship intangibles and indefinite-lived tradename in 2014, a one-time charge related to a certain contract of $35 million as defined in the Fourth Amendment to the Senior Credit Facility in 2014, as well as certain unusual income and expense items, as defined in the Indenture and Senior Credit Facility. See Note 3 and Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

(3) Includes post-employment benefit expense related to severance in accordance with ASC 712 - Compensation, relocation expenses, retention expense and share based compensation expense.

(4) Includes Cerberus Operations and Advisory Company expenses, net of recovery.

(5) Represents a defined EBITDA adjustment under our debt agreements for the amount of cost savings, operating expense reductions and synergies projected as a result of specified actions taken or with respect to which substantial steps have been taken during the period.

(6) Includes changes due to fluctuations in foreign exchange rates, earnings from affiliates not received in cash, costs incurred pursuant to ASC 805 - Business Combination and other immaterial items.

Off-Balance Sheet Arrangements

As of December 31, 2015, we did not have any material off-balance sheet arrangements as defined under SEC rules.

Effects of Inflation

We have generally been able to anticipate increases in costs when pricing our contracts. Bids for longer term fixed-price and time-and-materials type contracts typically include sufficient labor and other cost escalations in amounts expected to cover cost increases over the periods of performance. The majority of our contracts are cost-reimbursable type contracts, which consequently, eliminate the impact of inflation. Costs and revenue include an inflationary increase that commensurates with the general economy in which we operate. As such, Net loss attributable to Delta Tucker Holdings, Inc. has not been materially impacted by inflation.

Critical Accounting Policies and Estimates

The process of preparing financial statements in conformity with GAAP requires the use of estimates and assumptions to determine reported amounts of certain assets, liabilities, revenues and expenses and the disclosure of related contingent assets and liabilities. These estimates and assumptions are based on information available at the time of the estimates or assumptions, including our historical experience, where relevant. Significant estimates and assumptions are reviewed quarterly by management. The evaluation process includes a thorough review of key estimates and assumptions used in preparing our financial statements. Because of the uncertainty of factors surrounding the estimates, assumptions and judgments used in the preparation of our financial statements, actual results may materially differ from the estimates.

46

Our critical accounting policies and estimates are those policies and estimates that are both most important to our financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a summary of all of our significant accounting policies, see Note 1. Management discusses our critical accounting policies and estimates with the Audit Committee of our Board of Directors annually.

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). We apply the appropriate guidance consistently to similar contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are inherent to the risk of estimation: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of all of these factors could contribute to a material cumulative adjustment.

Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fee as presumptive evidence that award or incentive fees are to be automatically included in determining total estimated revenue. In some cases, we may not be able to reliably predict whether performance targets will be met, and as a result, we exclude the award or incentive fees from the determination of total revenue in such instances. Our estimate of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. See aggregate changes in contract estimates in Note 1 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We believe long-term contracts, contracts in a loss position and contracts with material award or incentive fees drive the significant potential changes in estimates in our contracts. These estimates are reviewed and assessed quarterly and could result in favorable or unfavorable adjustments.

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

47

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. For arrangements that are entered into or materially modified after January 1, 2011, arrangement considerations are allocated to those identified as multiple-element arrangements based on their relative selling price. Relative selling price is established through VSOE, third-party evidence, or management's best estimate of selling price. Due to the customized nature of our arrangements, VSOE and third-party evidence is generally not available, and therefore, relative selling price is generally allocated to multiple-element arrangements utilizing management's best estimate of selling price.

Deferred Taxes, Tax Valuation Allowances and Tax Reserves

Our income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management's best estimate of future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. Income tax expense is the amount of tax payable for the period net of the change in deferred tax assets and liabilities during the period.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.

In evaluating the realizability of our deferred tax assets, we assess the need for any related valuation allowances or adjust the amount of any allowances, if necessary. Valuation allowances are recognized to reduce the carrying value of deferred tax assets to amounts that we expect are more-likely-than-not to be realized. We assess both positive and negative evidence including the existence of a three year cumulative loss, forecast of future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets in determining the need for or sufficiency of a valuation allowance. Failure to achieve forecasted taxable income in the applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in our effective tax rate on future earnings. Implementation of different tax structures in certain jurisdictions could also impact the need for certain valuation allowances.

The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in potential assessments. Significant judgment is required in determining income tax provisions and evaluating tax positions. We establish reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate.

Under ASC 740 - Income Taxes, we may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.

ASC 740 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

We believe we have adequately provided for any reasonably foreseeable outcome related to these matters, and our future results may include favorable or unfavorable adjustments to our estimated tax liabilities. To the extent that the expected tax outcome of these matters changes, such changes in estimate will impact the income tax provision in the period in which such determination is made.

48

Valuation of Goodwill, Other Intangible Assets and Long-Lived Assets

In accordance with ASC 350-20 - Intangibles - Goodwill and Other, we evaluate goodwill and other intangible assets for impairment annually and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. We perform our annual goodwill impairment test each October of our calendar year. We also assess goodwill at the end of a quarter if a triggering event occurs. In determining whether an interim triggering event has occurred, management monitors (i) the actual performance of the business relative to the fair value assumptions used during our annual goodwill impairment test, (ii) and significant changes to future expectations.

We estimate a portion of the fair value of our reporting units under the income approach by utilizing a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital at the date of evaluation. We also use the market approach to estimate the remaining portion of our reporting unit valuation. This technique utilizes comparative market multiples in the valuation estimate. We estimate the fair value of our reporting units using a combination of the income approach and the market approach. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing.

Determining the fair value of a reporting unit or an indefinite-lived intangible asset involves judgment and the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and identification of appropriate market comparable data. Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units and could result in a goodwill and other intangible assets impairment charge in a future period.

The goodwill for each reporting unit is tested using a two-step process. A reporting unit is an operating segment or a component of an operating segment, as defined by ASC 350-20 - Intangibles - Goodwill. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and is reviewed by operating segment management.The first step in the process of testing goodwill for potential impairment is to compare the carrying value of the reporting unit to its fair value. If upon completion of the analysis, the carrying value exceeds the fair value, the second step is to measure the impairment loss by comparing the implied fair value of goodwill with the carrying value of goodwill of the reporting unit.

Impairment losses for indefinite-lived intangible assets are recognized whenever the estimated fair value is less than the carrying value. Fair values are calculated for trademarks using a "relief from royalty" method, which estimates the fair value of a trademark by determining the present value of estimated royalty payments that are avoided as a result of owning the trademark. This method includes judgmental assumptions about revenue growth, an appropriate royalty rate, and discount rates that have a significant impact on the fair value and are substantially consistent with the assumptions used to determine the fair value of our reporting units discussed above.

The recoverability of long-lived assets, including property and equipment and finite-lived intangible assets, is reviewed when indicators of potential impairments are present. The recoverable value is based upon an assessment of the estimated future cash flows related to those assets, utilizing assumptions similar to those for goodwill. Additional considerations related to our long-lived assets include expected maintenance and improvements, changes in expected uses and ongoing operating performance and utilization. An impairment loss is recognized if the asset value is not determined to be recoverable. See Note 2 and Note 3for further discussion.

Commitments and Contingencies

We are involved in various lawsuits and claims that arise in the normal course of business. Amounts associated with lawsuits and claims are reserved for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to such matters have been recorded in "Other accrued liabilities." When only a range of amounts is established and no amount within the range is more probable than another, the lower end of the range is recorded. Legal fees are expensed as incurred.

Recent Accounting Pronouncements

The information regarding recent accounting pronouncements is included in Note 1 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

49

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market risk is primarily related to losses that could potentially arise as a result of adverse changes in interest and foreign currency exchange rates. See "Item 1A. Risk Factors" for further discussion of the market risks we may encounter.

Interest Rate Risk

We have interest rate risk primarily related to changes in interest rates on our variable rate debt. We manage our exposure to movements in interest rates through the use of a combination of fixed and variable rate debt. As of December 31, 2015, we had 70.8% of our debt at a fixed rate and 29.2% at a variable rate. Our 10.375% senior notes represent our fixed rate debt, which totaled $455 million as of December 31, 2015. Our Term Loan and Revolver represent our variable rate debt. As of December 31, 2015, the balance of our Term Loan was $187.3 million and we had no borrowings under the Revolver. Borrowings under our variable rate debt bear interest, based on our option, at a rate per annum equal to LIBOR, plus the applicable rate or the Base Rate plus the applicable rate. Both the Term Loan and the Revolver have an interest rate floor of 1.75% for LIBOR borrowings and 2.75% for Base Rate borrowings. The Term Loan interest rate at December 31, 2015 was made up of a 4.50% fixed applicable rate plus a 1.75% floor totaling 6.25%. If LIBOR increases over 1.75% and we continue to have no outstanding Revolver borrowings, each 25 basis point increase would result in $0.5 million in additional interest expense annually. See Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Foreign Currency Exchange Rate Risk

We are exposed to changes in foreign currency rates. At present, we do not utilize any derivative instruments to manage risk associated with foreign currency exchange rate fluctuations. The functional currency of certain foreign operations is the local currency. Accordingly, these foreign entities translate assets and liabilities from their local currencies to U.S. dollars using year-end exchange rates, while income and expense accounts are translated at the average rates in effect during the year. The resulting translation adjustment is recorded in Accumulated other comprehensive loss. Our foreign currency transactional gains and losses were not material for the years ended December 31, 2015 and December 31, 2014, respectively.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Delta Tucker Holdings, Inc.
Report of Independent Registered Public Accounting Firm	52
Consolidated Statements of Operations	53
Consolidated Statements of Comprehensive Loss	54
Consolidated Balance Sheets	55
Consolidated Statements of Cash Flows	56
Consolidated Statements of Equity (Deficit)	57
Notes to Consolidated Financial Statements of Delta Tucker Holdings, Inc.	58
Financial Statement Schedules
Schedule I - Condensed Financial Information of Registrant	102
Schedule II - Valuation and Qualifying Accounts	103

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder of

Delta Tucker Holdings, Inc.

McLean, Virginia

We have audited the accompanying consolidated balance sheets of Delta Tucker Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, cash flows, and equity (deficit) for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Delta Tucker Holdings, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

The accompanying consolidated financial statements for the year ended December 31, 2015, have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company does not have sufficient cash flow to meet its obligation on the Senior Credit Facility at its maturity date of July 7, 2016, which raises substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Fort Worth, Texas

March 30, 2016

52

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Revenue	$	1,923,177		$	2,252,309		$	3,287,184
Cost of services	(1,721,679		)	(2,072,865		)	(2,987,253		)
Selling, general and administrative expenses	(144,675		)	(146,881		)	(149,925		)
Depreciation and amortization expense	(34,986		)	(48,582		)	(48,628		)
Earnings from equity method investees	140			10,077			4,570
Impairment of goodwill, intangibles and long lived assets	(96,696		)	(214,004		)	(312,728		)
Operating loss	(74,719		)	(219,946		)	(206,780		)
Interest expense	(68,824		)	(70,783		)	(78,826		)
Loss on early extinguishment of debt	—			(1,362		)	(703		)
Interest income	110			221			157
Other income (expense), net	3,968			3,680			(810		)
Loss before income taxes	(139,465		)	(288,190		)	(286,962		)
Benefit for income taxes	8,672			20,570			37,461
Net loss	(130,793		)	(267,620		)	(249,501		)
Noncontrolling interests	(1,809		)	(2,160		)	(4,235		)
Net loss attributable to Delta Tucker Holdings, Inc.	$	(132,602	)	$	(269,780	)	$	(253,736	)

See notes to consolidated financial statements

53

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Net loss	$	(130,793	)	$	(267,620	)	$	(249,501	)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	(122		)	(131		)	(437		)
Other comprehensive loss, before tax	(122		)	(131		)	(437		)
Income tax benefit related to items of other comprehensive loss	43			47			157
Other comprehensive loss	(79		)	(84		)	(280		)
Comprehensive loss	(130,872		)	(267,704		)	(249,781		)
Comprehensive loss attributable to noncontrolling interests	(1,809		)	(2,160		)	(4,235		)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	$	(132,681	)	$	(269,864	)	$	(254,016	)

See notes to consolidated financial statements

54

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	108,782		$	94,004
Restricted cash	721			707
Accounts receivable, net of allowances of $16,283 and $4,736, respectively	386,097			448,496
Prepaid expenses and other current assets	58,089			74,200
Assets held for sale	7,913			—
Total current assets	561,602			617,407
Long-term restricted cash	—			952
Property and equipment, net	15,694			23,786
Goodwill	42,093			128,888
Tradenames, net	28,536			28,762
Other intangibles, net	113,479			149,480
Long-term deferred taxes	13,364			5,696
Other assets, net	15,162			27,516
Total assets	$	789,930		$	982,487
LIABILITIES
Current liabilities:
Current portion of long-term debt	$	187,272		$	—
Accounts payable	90,610			146,546
Accrued payroll and employee costs	100,681			93,707
Deferred income taxes	27,334			31,477
Accrued liabilities	114,718			130,026
Liabilities held for sale	784			—
Income taxes payable	8,130			4,424
Total current liabilities	529,529			406,180
Long-term debt	455,000			642,272
Other long-term liabilities	13,571			11,312
Total liabilities	998,100			1,059,764
DEFICIT
Common stock, $0.01 par value – 1,000 shares authorized and 100 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively.	—			—
Additional paid-in capital	554,379			552,894
Accumulated deficit	(767,981		)	(635,379		)
Accumulated other comprehensive loss	(360		)	(281		)
Total deficit attributable to Delta Tucker Holdings, Inc.	(213,962		)	(82,766		)
Noncontrolling interests	5,792			5,489
Total deficit	(208,170		)	(77,277		)
Total liabilities and deficit	$	789,930		$	982,487

See notes to consolidated financial statements

55

DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Cash flows from operating activities
Net loss	$	(130,793	)	$	(267,620	)	$	(249,501	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	37,254			49,707			50,279
Amortization of deferred loan costs	6,534			6,129			6,827
Allowance for losses on accounts receivable	(814		)	3,182			465
Loss on early extinguishment of debt, net	—			1,362			703
Loss on impairment of goodwill, intangibles and long-lived assets	96,696			214,004			312,728
Earnings from equity method investees	(3,979		)	(12,368		)	(3,737		)
Distributions from equity method investees	2,565			9,739			7,569
Deferred income taxes	(11,811		)	(22,650		)	(61,538		)
Share based compensation	379			3,184			490
Other	2,277			275			(368		)
Changes in assets and liabilities:
Restricted cash	939			—			—
Accounts receivable	61,462			125,458			203,012
Prepaid expenses and other current assets	12,329			40,650			(41,656		)
Accounts payable and accrued liabilities	(58,965		)	(124,964		)	(91,328		)
Income taxes payable	5,499			(711		)	3,557
Net cash provided by operating activities	19,572			25,377			137,502
Cash flows from investing activities
Purchase of property and equipment	(3,179		)	(8,712		)	(7,628		)
Proceeds from sale of property and equipment	526			44			182
Purchase of software	(1,555		)	(1,631		)	(2,718		)
Return of capital from equity method investees	4,590			5,625			2,223
Contributions to equity method investees	(3,117		)	—			(30		)
Net cash used in investing activities	(2,735		)	(4,674		)	(7,971		)
Cash flows from financing activities
Borrowings on indebtedness	218,800			118,000			745,900
Payments on indebtedness	(218,800		)	(208,000		)	(796,537		)
Payments of deferred financing cost	—			(1,740		)	(2,139		)
Borrowings under other financing arrangements	—			20,214			9,431
Payments under other financing arrangements	(2,055		)	(24,321		)	(29,734		)
Equity contribution from affiliates of Cerberus	1,000			—			—
Payment of dividends to noncontrolling interests	(1,004		)	(1,697		)	(4,382		)
Net cash used in financing activities	(2,059		)	(97,544		)	(77,461		)
Net increase (decrease) in cash and cash equivalents	14,778			(76,841		)	52,070
Cash and cash equivalents, beginning of period	94,004			170,845			118,775
Cash and cash equivalents, end of period	$	108,782		$	94,004		$	170,845
Income taxes paid, net of receipts	$	(2,718	)	$	(4,601	)	$	(13,874	)
Interest paid	$	(62,025	)	$	(65,045	)	$	(71,875	)

See notes to consolidated financial statements

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DELTA TUCKER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(Amounts in thousands)	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity (Deficit) Attributable to Delta Tucker Holdings, Inc.			Noncontrolling Interests			Total Equity (Deficit)
Balance at December 31, 2012	—	$	—	$	549,322		$	(111,863	)	$	83		$	437,542		$	8,212		$	445,754
Share based compensation, net	—	—		490			—			—			490			—			490
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	—	—		—			(253,736		)	(280		)	(254,016		)	4,235			(249,781		)
DIFZ financing, net of tax	—	—		(231		)	—			—			(231		)	—			(231		)
Dividends declared to noncontrolling interest	—	—		—			—			—			—			(6,572		)	(6,572		)
Balance at December 31, 2013	—	$	—	$	549,581		$	(365,599	)	$	(197	)	$	183,785		$	5,875		$	189,660
Share based compensation, net	—	—		3,184			—			—			3,184			—			3,184
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	—	—		—			(269,780		)	(84		)	(269,864		)	2,160			(267,704		)
DIFZ financing, net of tax	—	—		129			—			—			129			—			129
Dividends declared to noncontrolling interest	—	—		—			—			—			—			(2,546		)	(2,546		)
Balance at December 31, 2014	—	$	—	$	552,894		$	(635,379	)	$	(281	)	$	(82,766	)	$	5,489		$	(77,277	)
Share based compensation, net	—	—		379			—			—			379			—			379
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	—	—		—			(132,602		)	(79		)	(132,681		)	1,809			(130,872		)
Capital contribution	—	—		1,000			—			—			1,000			—			1,000
DIFZ financing, net of tax	—	—		106			—			—			106			—			106
Dividends declared to noncontrolling interest	—	—		—			—			—			—			(1,506		)	(1,506		)
Balance at December 31, 2015	—	$	—	$	554,379		$	(767,981	)	$	(360	)	$	(213,962	)	$	5,792		$	(208,170	)

See notes to consolidated financial statements

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DELTA TUCKER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2015, December 31, 2014 and December 31, 2013

Note 1 — Significant Accounting Policies and Accounting Developments

Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and our consolidated subsidiaries. The Company was incorporated in the state of Delaware on April 1, 2010. On July 7, 2010, DynCorp International Inc. ("DynCorp International") completed a merger with Delta Tucker Sub, Inc., a wholly owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger dated as of April 11, 2010, Delta Tucker Sub, Inc. merged with and into DynCorp International, with DynCorp International becoming the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). Since Cerberus Capital Management, L.P. ("Cerberus") indirectly owns all of our outstanding equity, DynCorp International’s stock is no longer publicly traded as of the Merger.

These consolidated financial statements have been prepared, pursuant to accounting principles generally accepted in the United States of America ("GAAP").

Pending Debt Maturities

As described in Note 7, our Senior Credit Facility and Senior Unsecured Notes mature on July 7, 2016 and July 1, 2017, respectively. As of December 31, 2015, the total outstanding principal amount of the Company’s indebtedness was $642.3 million, consisting of $187.3 million of borrowings under the Senior Credit Facility and $455.0 million of the Senior Unsecured Notes. In the absence of a refinancing transaction or series of transactions, the Company does not have sufficient projected cash flows to pay the principal and accumulated unpaid interest on the Senior Credit Facility and Senior Unsecured Notes when those instruments mature on July 7, 2016 and July 1, 2017, respectively. As described below, the Company has received a waiver until April 30, 2016 related to a covenant violation that could significantly accelerate the maturity of these instruments.

The Company is actively engaged in the process of addressing the upcoming debt maturities by refinancing the Senior Credit Facility and the Senior Unsecured Notes. However, there can be no assurances that we will be able to do so with terms that are favorable to us or at all. If we are unable to enter into an amendment to extend the maturity or otherwise refinance the Senior Credit Facility prior to: (i) the expiration of the waiver related to the covenant violation discussed below, (ii) the scheduled maturity date of the Senior Credit Facility, or (iii) any other event which could result in an acceleration of the maturity date, then the failure to pay all amounts due under the Senior Credit Facility at maturity or upon acceleration would be an event of default under the Senior Credit Facility. This potential outcome results in significant doubt in the Company's ability to continue as a going concern. Such an event of default to pay the principal due at the scheduled maturity under or upon acceleration of the Senior Credit Facility would also cause an event of default under the Senior Unsecured Notes.

The consolidated financial statements included in this Annual Report on Form 10-K have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not reflect any adjustments that might result from the outcome of the uncertainties as discussed above.

The Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company's ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement until April 30, 2016 in order to provide additional time to address its upcoming debt maturities. The waiver provides certain restrictions on the Company's ability to access Revolver borrowings which are further described in Note 7. Furthermore, if we do not obtain approval from the lenders under the Senior Credit Facility to extend this waiver, we will be in default under the Senior Credit Facility on May 1, 2016 and would not have the benefit of any cure period. Default under the Senior Credit Facility could allow our lenders to declare all amounts outstanding under the Senior Credit Facility to be immediately due and payable. If such an event occurred, the Senior Unsecured Notes would also become immediately due and payable.

Fiscal Year

The Company's quarterly periods end on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Principles of Consolidation

The consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable

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interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation. In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method.

The Company classifies its equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating loss in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations.

Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions LLC ("GLS")	51	%

Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.

Babcock DynCorp Limited ("Babcock") 44 %

Noncontrolling Interests

We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the consolidated statements of operations as an increase or reduction in arriving at "Net (loss) income attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ.

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment.

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Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts.

The preparation of the financial statements requires us to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the consolidated statements of operations in the period that they are determined. Changes in contract estimates related to certain types of contracts accounted for using the percentage of completion method of accounting are recognized in the period in which such changes are made for the inception-to-date effect of the changes. Changes in these estimates can occur over the life of a contract for a variety of reasons, including changes in scope, estimated incentive or award fees, cost estimates, level of effort and/or other assumptions impacting revenue or cost to perform a contract. The gross favorable and unfavorable adjustments below reflect these changes in contract estimates during each reporting period, excluding new or completed contracts where no comparative estimates exist between reporting periods.

The following table presents the aggregate gross favorable and unfavorable adjustments to income before taxes resulting from changes in contract estimates for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in millions)
Gross favorable adjustments	$	29.2		$	7.4		$	45.8
Gross unfavorable adjustments	(3.3		)	(53.9		)	(20.7		)
Net adjustments	$	25.9		$	(46.5	)	$	25.1

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available.

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Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price.

Cash and Cash Equivalents

For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows.

For the year ended December 31, 2014, the Company classified the long-term portion of restricted cash related to a legal matter in long term assets in our consolidated balance sheets as these amounts were restricted for periods that exceeded one year from the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results.

Property and Equipment

The cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

Customer Related Intangible Assets

The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group is less than its carrying value. In that case, a loss is recognized based on the amount by which the carrying value exceeds the fair value.

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Indefinite-Lived Assets and Goodwill

Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of the impairment loss, if any.

Income Taxes

We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S., and by various government agencies representing several jurisdictions outside the U.S.

We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with GAAP. Deferred income tax assets and liabilities are computed quarterly for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period.

We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position.

To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes.

Share Based Compensation

We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation.

Currency Translation

The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income. Our foreign currency transactional gains and losses were not material for the calendar years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Operating Segments

Our business is aligned into two operating and reporting segments, DynAviation and DynLogistics. Our chief operating decision maker assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts.

Accounting Developments

Pronouncements Issued

In January 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.

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ASU 2015-01 eliminates from GAAP the concept of extraordinary items. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 changes the consolidation guidance to address concerns of stakeholders that current accounting for certain legal entities might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. ASU 2015-02 will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently evaluating both methods of adoption as well as the effect ASU 2015-02 will have on our consolidated financial position, results of operations and cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset, consistent with debt discounts. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update is effective for fiscal years beginning after December 15, 2015, and required retrospective application. Early adoption is permitted for financial statements that have not been previously issued. We have chosen not to early adopt ASU 2015-03. When we adopt ASU 2015-03, our current deferred financing costs, net, and deferred financing costs, net, will be presented as current liabilities and long term liabilities, respectively, in the consolidated balance sheets. See Note 2 for further discussion of deferred financing costs.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires an entity who measures inventory using FIFO or average cost to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs. The update is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2016 and applied prospectively. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2015-11 on our consolidated financial position.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a single set of comprehensive principles for recognizing revenue under GAAP. In April 2015, the FASB deferred the effective date of the new standard to January 1, 2018. The standard permits the use of either the retrospective or modified-retrospective method. We are currently evaluating both methods of adoption as well as the effect ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent amounts in a classified statement of financial position. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent in a statement of financial position. This standard is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. We are currently evaluating the potential effects of the adoption of ASU 2015-17 on our consolidated financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the potential effects of the adoption of ASU 2016-02 on our consolidated financial statements.

Other accounting standards updates effective after December 31, 2015 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows.

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Note 2 — Composition of Certain Financial Statement Captions

The following tables present financial information of certain consolidated balance sheet captions.

Prepaid expenses and other current assets

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Prepaid expenses	$	30,985	$	30,821
Income tax refunds receivable	204		655
Inventories	14,776		25,198
Aircraft parts inventory held on consignment	—		2,278
Work-in-process inventory, net	1,733		5,772
Joint venture receivables	460		1,497
Current deferred financing costs, net	2,406		—
Other current assets	7,525		7,979
Total prepaid expenses and other current assets	$	58,089	$	74,200

Prepaid expenses include prepaid insurance, prepaid vendor deposits, and prepaid rent, none of which individually exceed 5% of current assets.

During the year ended December 31, 2015, we executed an agreement to expedite the sale of a portion of our inventory at an auction which was held at the end of October 2015. The sale of inventory at auction, including the transfer of title, and funding was completed during the year ended December 31, 2015. As a result of this strategic decision to auction these assets, we recorded an expense of approximately $3.1 million during the year ended December 31, 2015 to reduce the carrying value of our inventory. The expense has been presented within Cost of services in the consolidated statement of operations.

Inventory decreased during the year ended December 31, 2015 primarily as a result of the reclassification of Heliworks LLC (“Heliworks”) inventory of $5.9 million to held for sale assets and the reduction in our Australia, T-6 COMBS and Heliworks inventory.

The $2.3 million of aircraft parts included in inventory held on consignment as of December 31, 2014 related to our former Life Cycle Support Services ("LCCS") Navy contract were sold during the year ended December 31, 2015. Work-in-process inventory includes equipment for vehicle modifications for specific customers, a significant portion of which were completed and delivered as of December 31, 2015 and other deferred costs related to certain contracts.

Deferred financing costs of $2.4 million related to the Senior Credit Facility were classified as current assets due to both the Term Loan and the Revolver maturing on July 7, 2016. See Note 7 for further discussion.

Held for Sale Assets and Liabilities

During the third quarter of 2015, we took strategic actions to begin the sale of the remaining assets of Heliworks. The assets, excluding cash and cash equivalents, of Heliworks were classified as held for sale as of September 25, 2015. As of December 31, 2015, Assets held for sale of $7.9 million consisted primarily of accounts receivable, inventory, property and equipment, net, and intangible assets. Liabilities held for sale of $0.8 million consist primarily of accounts payables and accruals.

During the third quarter of 2015, we assessed the fair market value of the assets held for sale based on independent third party evaluations. For property and equipment, the market approach was used which utilized observable level 2 inputs as it considered the inputs of other comparable property and equipment. For the remaining assets and liabilities, we used unobservable inputs and management judgment which are Level 3 fair value measurements. See Note 10 for further discussion of fair value. As a result of our fair value assessment, we recognized a $2.8 million impairment expense in the third quarter of 2015, included within the impairment of goodwill, intangibles and long lived assets within our consolidated statement of operations, to impair the assets held for sale.

During the fourth quarter of 2015, we assessed the fair market value of the assets held for sale based on offers received from various market participants, resulting in an additional impairment expense of $1.9 million, included within the impairment of goodwill, intangibles and long lived assets within our consolidated statement of operations for the year end December 31, 2015.

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Property and equipment, net

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Helicopters	$	983		$	7,108
Computers and other equipment	10,392			11,061
Leasehold improvements	19,639			19,055
Office furniture and fixtures	4,541			4,203
Gross property and equipment	35,555			41,427
Less accumulated depreciation	(19,861		)	(17,641		)
Total property and equipment, net	$	15,694		$	23,786

As of December 31, 2015 and December 31, 2014, Property and equipment, net also included the accrual for property additions of $0.3 million and $0.8 million, respectively. Depreciation expense was $5.8 million, $5.7 million and $5.9 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively, including certain depreciation amounts classified as Cost of services. See Note 11for additional discussion.

Other assets, net

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Deferred financing costs, net	$	2,835	$	11,775
Investment in affiliates	6,712		8,191
Palm promissory notes, long-term portion	2,079		2,853
Other	3,536		4,697
Total other assets, net	$	15,162	$	27,516

Deferred financing costs are amortized through interest expense. Amortization related to deferred financing costs was $6.5 million, $6.1 million, and $6.8 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

Deferred financing costs of $2.4 million related to the Term Loan and Revolver were classified as current assets due to both the Term Loan and the Revolver maturing on July 7, 2016.

Deferred financing costs were reduced during the year ended December 31, 2014 by $1.4 million related to the pro rata write–off of deferred financing costs to loss on early extinguishment of debt as a result of the $90.0 million in principal prepayments on our Term Loan. See Note 7 for further discussion of our debt.

Accrued payroll and employee costs

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Wages, compensation and other benefits	$	85,216	$	74,416
Accrued vacation	14,433		18,889
Accrued contributions to employee benefit plans	1,032		402
Total accrued payroll and employee costs	$	100,681	$	93,707

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Accrued liabilities

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Customer liability	$	21,183	$	22,635
Accrued insurance	35,530		20,551
Accrued interest	24,370		24,250
Unrecognized tax benefit	—		7,999
Contract losses	15,718		27,864
Legal reserves	5,063		8,657
Subcontractor retention	1,646		1,761
Financed insurance	—		2,055
Other	11,208		14,254
Total accrued liabilities	$	114,718	$	130,026

Customer liabilities represent amounts received from customers in excess of revenue recognized or for amounts due back to a customer. The increase in accrued insurance is primarily due to the timing of payments and the closing of certain insurance policies with our carriers. Other is comprised of accrued rent, workers compensation related claims and other balances that are not individually material to the consolidated financial statements. Contract losses represent our best estimate of forward losses using currently available information and could change in future periods as new facts and circumstances emerge. Contract losses include a contract loss recorded on a U.S. Air Force contract related to a contract dispute. Legal matters include reserves related to various lawsuits and claims that arise in the normal course of business. See Note 8 for further discussion.

Other long-term liabilities

As of December 31, 2015 and December 31, 2014, Other long-term liabilities were $13.6 million and $11.3 million, respectively. Other long-term liabilities are primarily due to our long-term incentive bonus plan and nonqualified unfunded deferred compensation plan of $4.4 million and $2.8 million as of December 31, 2015 and December 31, 2014, respectively, and a long-term leasehold obligation related to our Tysons Corner facility in McLean, Virginia, of $3.8 million and $4.3 million as of December 31, 2015 and December 31, 2014, respectively. Other long-term liabilities also include an uncertain tax benefit of $3.3 million as of December 31, 2015. See Note 4 for further discussion.

We recorded a postemployment benefit expense of $3.6 million and $15.5 million during the year ended December 31, 2015 and December 31, 2014, respectively, related to severance in accordance with ASC 712 - Compensation which was included in Selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2015 and December 31, 2014, we had approximately $4.2 million and $10.6 million, respectively, in total accrued postemployment benefit expense for estimated future payments in accordance with ASC 712, of which $0.1 million and $3.9 million, respectively, were classified as long-term.

Note 3 — Goodwill, Other Intangible Assets and Long-Lived Assets

We have two operating and reporting segments: DynAviation and DynLogistics. DynAviation and DynLogistics provide services domestically and in foreign countries primarily under contracts with the U.S. government. Our current structure includes five reporting units for which we assess goodwill for potential impairment; two reporting units in DynAviation and three reporting units in DynLogistics. Of our five reporting units, only two had a goodwill balance as of December 31, 2015.

We assess goodwill and other intangible assets with indefinite lives for impairment annually in October and when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, a step one assessment is performed to identify any possible impairment in the period in which the event is identified.

We estimate the fair value of our reporting units using a combination of the income approach and the market approach. Under the income approach, we utilize a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital at the date of evaluation. Under the market approach, we utilize comparative market multiples in the valuation estimate. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing. The estimates and assumptions used in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties.

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Determining the fair value of a reporting unit or an indefinite-lived intangible asset involves judgment and the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and identification of appropriate market comparable data. Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units or indefinite-lived intangible assets and could result in an impairment charge in a future period. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units or asset groups when determining the carrying value of each reporting unit or indefinite-lived intangible assets also requires judgment. All of these factors are subject to change with a change in the defense industry or larger macroeconomic environment.

Our revenue is predominantly from contracts and subcontracts with the U.S. government and its agencies. The continuation and renewal of our existing government contracts and new government contracts are, among other things, contingent upon the availability of adequate funding for various U.S. government agencies, including the Department of Defense ("DoD") and the Department of State ("DoS"). Funding for our programs is dependent upon the annual budget and the appropriation decisions assessed by Congress, which are beyond our control. Estimates and judgments made by management, as it relates to the fair value of our reporting units or indefinite-lived intangible assets, could be impacted by the continued uncertainty over the defense industry.

During the second quarter of 2015, we concluded a triggering event had occurred in our Aviation reporting unit within the DynAviation segment due to lower than forecasted earnings in 2015 and declines in future projections and assumptions. We performed an interim step one assessment to identify any possible goodwill impairment. The first step of the impairment test indicated the carrying value of the Aviation reporting unit was greater than the fair value. We performed step two of the impairment test and determined that the goodwill at the Aviation reporting unit was fully impaired. As a result, a non-cash impairment charge of approximately $86.8 million was recorded during the three months ended June 26, 2015 to impair the full carrying value of the Aviation reporting unit goodwill. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations.

During our annual goodwill impairment test as of October 2015, we concluded that the estimated fair values of each of our remaining reporting units exceeded their respective carrying values. The projections for these reporting units include significant estimates related to new business opportunities which are the basis for the discount rate assumptions currently applied and we have assessed this risk as one of the variables in establishing the discount rate. If we are unsuccessful in obtaining these opportunities in 2016, a triggering event could be identified and a step one assessment would be performed to identify any possible goodwill impairment in the period in which the event is identified.

The fair value of the reporting units and the assets and liabilities identified in the impairment test were determined using the combination of the income approach and the market approach, which are Level 3 and Level 2 inputs, respectively. See Note 10 for further discussion of fair value. In calculating the fair value of the remaining reporting units, we used unobservable inputs and management judgment which are Level 3 fair value measurements. We used the following estimates and assumptions in the discounted cash flow analysis:

• terminal value growth rates based on real rates of growth and inflationary growth;

• terminal earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, as a percentage of revenue reflecting forecasted EBITDA margins;

• discount rates based on weighted-average cost of capital; and

• assumptions regarding future capital expenditures.

The market approach analysis utilized observable level 2 inputs as it considered the inputs of other comparable companies.

The carrying amount of goodwill, by segment, was as follows:

(Amounts in thousands)	DynAviation			DynLogistics			Total
Balance as of December 31, 2013	$	160,932		$	132,835		$	293,767
Impairment of goodwill	(74,137		)	(90,742		)	(164,879		)
Balance as of December 31, 2014	86,795			42,093			128,888
Impairment of goodwill	(86,795		)	—			(86,795		)
Balance as of December 31, 2015	$	—		$	42,093		$	42,093

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Since the Merger, accumulated goodwill impairment was $700.4 million and $613.6 million as of December 31, 2015 and December 31, 2014, respectively. Since the Merger, DynAviation accumulated goodwill impairment was $442.4 million and $355.6 million as of December 31, 2015 and December 31, 2014, respectively, and DynLogistics accumulated goodwill impairment was $197.9 million as of December 31, 2015 and December 31, 2014. Since the Merger, the former GLS segment accumulated goodwill impairment was $60.1 million, and is no longer considered a segment for the years ended December 31, 2015 and December 31, 2014.

The following tables provide information about changes relating to certain intangible assets:

	December 31, 2015
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Transfer to Assets Held for Sale			Net
Other intangible assets:
Customer-related intangible assets	4.0	$	252,615	$	(142,020	)	$	—		$	—		$	110,595
Other
Finite-lived	0.7	13,325		(10,430		)	—			(11		)	2,884
Indefinite-lived		5,059		—			(5,059		)	—			—
Total other intangibles		$	270,999	$	(152,450	)	$	(5,059	)	$	(11	)	$	113,479
Tradenames:
Finite-lived	0.0	$	869	$	(869	)	$	—		$	—		$	—
Indefinite-lived		28,700		—			(164		)	—			28,536
Total tradenames		$	29,569	$	(869	)	$	(164	)	$	—		$	28,536

	December 31, 2014
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Net
Other intangible assets:
Customer-related intangible assets	4.6	$	350,912	$	(178,126	)	$	(33,388	)	$	139,398
Other
Finite-lived	4.8	15,418		(10,395		)	—			5,023
Indefinite-lived		5,059		—			—			5,059
Total other intangibles		$	371,389	$	(188,521	)	$	(33,388	)	$	149,480
Tradenames:
Finite-lived	0.4	$	869	$	(807	)	$	—		$	62
Indefinite-lived		43,222		—			(14,522		)	28,700
Total tradenames		$	44,091	$	(807	)	$	(14,522	)	$	28,762

Amortization expense for customer-related intangibles, other intangibles, and finite-lived tradenames was $31.4 million, $44.0 million and $44.3 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. Other intangibles is primarily representative of our capitalized software which had a net carrying value of $2.9 million and $5.0 million as of December 31, 2015 and December 31, 2014, respectively.

During the third quarter of 2015, we took strategic actions to no longer utilize or maintain our FAA Part 135 certification and Commercial Aviation Review Board ("CARB") approval. As a result, a non-cash impairment charge of approximately $3.9 million was recorded during the three months ended September 25, 2015 to fully impair the carrying value of the intangible asset. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. Further, Heliworks finite-lived intangible assets were classified as held for sale as of December 31, 2015.

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In December 2015, we concluded a triggering event had occurred when we obtained a letter of intent to sell the held for sale assets and liabilities of Heliworks. We assessed the fair market value of the Heliworks assets excluded from the letter of intent which included the FAA Part 145 certification indefinite-lived intangible asset and the Heliworks indefinite-lived tradename and concluded that the estimated fair value of each asset was less than its carrying value. As a result of our fair value assessment, we recognized a $1.1 million and $0.2 million impairment expense in the fourth quarter of 2015, to fully impair the carrying value of the indefinite-lived intangible asset and the indefinite-lived tradename, respectively, which is included within the impairment of goodwill, intangibles and long lived assets within our consolidated statement of operations. We used unobservable inputs and management judgment, which are Level 3 fair value measurements, to determine that the fair value of the assets were zero since there are no expected future cash flows expected upon the completion of the planned sale.

The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2015:

	Amortization Expense (1)
Estimate for calendar year 2016	30,014
Estimate for calendar year 2017	27,465
Estimate for calendar year 2018	24,196
Estimate for calendar year 2019	20,928
Estimate for calendar year 2020	10,839
Thereafter	37

(1)The future amortization is inclusive of the finite lived intangible-assets.

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Note 4 — Income Taxes

The domestic and foreign components of Loss before income taxes are as follows:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Domestic	$	(143,446	)	$	(286,799	)	$	(286,989	)
Foreign	3,981			(1,391		)	27
Loss before income taxes	$	(139,465	)	$	(288,190	)	$	(286,962	)

The Benefit for income taxes consists of the following:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Current portion:
Federal	$	—		$	311		$	—
State	(550		)	(800		)	(784		)
Foreign	(7,391		)	(3,363		)	(16,045		)
	(7,941		)	(3,852		)	(16,829		)
Deferred portion:
Federal	16,024			23,001			52,574
State	388			739			1,086
Foreign	201			682			630
	16,613			24,422			54,290
Benefit for income taxes	$	8,672		$	20,570		$	37,461

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Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Deferred tax assets related to:
Workers' compensation accrual	$	8,430		$	5,046
Accrued vacation	3,586			4,734
Completion bonus allowance	4,984			6,001
Accrued severance	1,494			3,751
Accrued executive incentives	6,754			2,151
Legal reserve	1,812			3,099
Accrued health costs	2,798			799
Contract loss reserve	7,107			11,684
Other accrued liabilities and reserves	17,137			26,261
Partnership / joint venture basis differences	4,731			3,072
Foreign tax credit carryforward	25,571			16,336
Net operating loss carryforward	2,793			979
Other carryforwards	816			704
Uncertain tax positions	943			5,649
Goodwill and other intangible assets	37,015			44,201
Valuation allowance	(71,616		)	(47,808		)
Total deferred tax assets	54,355			86,659
Deferred tax liabilities related to:
Prepaid insurance	(3,942		)	(5,242		)
Indefinite lived intangibles	(15,473		)	(31,806		)
Unbilled receivables	(48,910		)	(75,392		)
Total deferred tax liabilities	(68,325		)	(112,440		)
Total deferred tax liabilities, net	$	(13,970	)	$	(25,781	)

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Deferred tax assets and liabilities are reported as:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Current deferred tax liabilities, net	$	(27,334	)	$	(31,477	)
Non-current deferred tax assets, net	13,364			5,696
Deferred tax liabilities, net	$	(13,970	)	$	(25,781	)

Management assesses both the available positive and negative evidence to determine whether it is more likely than not that there will be sufficient sources of future taxable income to recognize deferred tax assets. We incurred cumulative losses over the three-year period ended December 31, 2015. Cumulative losses in recent years are considered significant objective negative evidence in evaluating deferred tax assets under the more likely than not criteria for recognition of deferred tax assets. As a result of additional losses for which we could not recognize a tax benefit, we increased our valuation allowance from $47.8 million as of December 31, 2014 to $71.6 million as of December 31, 2015.

As of December 31, 2015 we had $5.0 million of U.S. federal net operating losses available for use compared to no U.S. federal net operating losses available for use as of December 31, 2014. As of December 31, 2015 and December 31, 2014, we had state net operating losses ("NOLs") of approximately $133.7 million and $123.6 million, respectively, most of which will begin to expire in 2020 or later. We had approximately $25.6 million and $16.3 million as of December 31, 2015 and December 31, 2014, respectively, in foreign tax credit carryforwards ("FTCs") which will begin expiring in 2016. Additionally, we made no estimated federal income tax payments for the year ended December 31, 2015 and no estimated federal income tax payments for the year ended December 31, 2014. All of our income taxes paid during the year ended December 31, 2015 were to state or foreign jurisdictions.

A reconciliation of the statutory federal income tax rate to our effective rate is provided below:

	For the years ended
	December 31, 2015		December 31, 2014		December 31, 2013
Statutory rate	35.0	%	35.0	%	35.0	%
State income tax, less effect of federal deduction	(0.1	)%	—	%	0.1	%
Noncontrolling interests	0.5	%	0.3	%	0.5	%
Goodwill impairment (1)	(11.6	)%	(11.2	)%	(22.6	)%
Uncertain tax positions	—	%	0.1	%	(0.1	)%
Nondeductible expenses	(0.9	)%	(0.8	)%	(0.4	)%
Valuation allowance	(16.7	)%	(16.2	)%	—	%
Other	—	%	(0.1	)%	0.6	%
Effective tax rate	6.2	%	7.1	%	13.1	%

(1) Includes non-cash impairment charges to goodwill for years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. See Note 3 for further discussion.

Due to the nature of our business, as a provider of professional and technical government services to the U.S. government, foreign earnings are generally exempt from foreign tax due to various bi-lateral agreements often referred to as Status of Forces Agreements ("SOFA") and Status of Mission Agreements ("SOMA") or their equivalents. We repatriate and provide U.S. income taxes on virtually all income we earn outside of the United States.

Uncertain Tax Positions

We account for uncertain tax positions in accordance with ASC 740 - Income Taxes, which prescribes the more likely than not threshold for recognition of a tax position in the financial statements. The amount of unrecognized tax benefits at December 31, 2015 and December 31, 2014 was $2.6 million and $7.3 million, respectively, of which $2.3 million and $2.3 million, respectively, would impact our effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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(Amounts in thousands)	Unrecognized Tax Benefits
Balance at December 31, 2013	$	9,473
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(447		)
Settlements	(1,375		)
Remeasurements	(311		)
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2014	$	7,340
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(112		)
Settlements	—
Remeasurements	—
Net releases	—
Lapse of statute of limitations	(4,594		)
Balance at December 31, 2015	$	2,634

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. For the years ended December 31, 2015 and December 31, 2014, there was no accrued interest related to unrecognized tax benefits in interest expense and no penalties recognized in the provision for income taxes within our consolidated statements of operations. We do not expect the unrecognized tax benefit of $3.3 million, inclusive of penalties, as of December 31, 2015 to be settled within the next twelve months.

We file income tax returns in U.S. federal and state jurisdictions and in various foreign jurisdictions which are subject to examinations by the IRS and other taxing authorities. These audits can result in adjustments of taxes due. Our estimate of the potential outcome of any uncertain tax issue prior to audit is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. An unfavorable result under audit may reduce the amount of state net operating losses we have available for carryforward to offset future taxable income, or may increase the amount of tax due for the period under audit, resulting in an increase to the effective rate in the year of resolution. The statute of limitations is open for U.S. federal income tax returns for our fiscal year 2012 forward. The statute of limitations for state income tax returns is open for our fiscal year 2012 and forward, with few exceptions, and foreign income tax examinations for the calendar year 2009 forward, with few exceptions.  

Note 5 — Accounts Receivable

Accounts Receivable, net consisted of the following:

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Billed	$	136,127	$	146,286
Unbilled	249,970		302,210
Total	$	386,097	$	448,496

Unbilled receivables as of December 31, 2015 and December 31, 2014 include $21.3 million and $50.7 million respectively, related to costs incurred on projects for which we have been requested by the customer to begin new work or extend work under an existing contract and for which formal contracts, contract modifications or other contract actions have not been executed as of the end of the respective periods. LOGCAP IV accounted for approximately 26% and 59% of these amounts as of December 31, 2015 and December 31, 2014, respectively. LOGCAP IV accounted for approximately 5% and 20% of total unbilled receivables as of December 31, 2015 and December 31, 2014, respectively.

As of December 31, 2015 and December 31, 2014, we had four contract claims with no associated receivable balances. The balance of unbilled receivables above consists of costs and fees billable immediately on contract completion or other specified events, all of which are expected to be billed and collected within one year, except items that may result in a request for equitable adjustment or formal claim. We do not believe we have significant exposure to credit risk as our receivables are primarily with the U.S. government.

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We do not believe we have significant exposure to credit risk as our receivables are primarily with the U.S. government. Our allowance for doubtful accounts increased from $4.7 million as of December 31, 2014 to $16.3 million as of December 31, 2015, primarily due to outstanding receivables of approximately $26.0 million, net of reserves, for which we have yet to be paid where we operated under a subcontract for a prime contractor on a U.S. government program that ended December 31, 2014. We are currently seeking payment through legal action to resolve the matter. See Note 8 for further discussion.

Note 6— Retirement Plans

401(k) Savings Plans

The DynCorp International Savings Plan (the "Savings Plan") is a participant-directed, defined contribution, 401(k) plan for the benefit of employees meeting certain eligibility requirements. The Savings Plan is intended to qualify under Section 401(a) of the U.S. Internal Revenue Code (the "Code") and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Under the Savings Plan, participants may contribute from 1% to 50% of their earnings. Contributions are made on a pre-tax basis, limited to annual maximums set by the Code. The current maximum contribution per employee is $18,000 and the catch-up contribution limit for participants age 50 or older is $6,000 per calendar year. In June 2014, the Company updated its matching contributions for employees hired prior to June 30, 2014, to an amount equal to 100% of the first 2% of employee contributions and 50% of the next 4%, up to $10,600 per calendar year, which are invested in various funds at the discretion of the participant, which fully vests after one year of service. For employees hired after July 1, 2014, the Company updated its matching contributions to an amount equal to 100% of the first 2% of employee contributions and 50% of the next 4%, up to $10,600 per calendar year, which are invested in various funds at the discretion of the participant, which vests in three equal 33.3% installments over three years based on the employee’s annual hire date anniversary. Prior to June 2014, Company matching contributions were made in an amount equal to100%of the first2%of employee contributions and50%of the next6%, up to$12,750per calendar year, which are invested in various funds at the discretion of the participant,which fully vested after one year of service. We incurredSavings Plan expense of approximately $9.2 million, $11.9 million and $16.1 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. A portion of the Savings Plan expense has been presented within Cost of services, with the remainder in Selling, general and administrative expenses in the consolidated statement of operations. All Savings Plan expenses are fully funded.

Nonqualified Unfunded Deferred Compensation Plan

The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan. The elections under the savings plans must be completely separate and independent of each other. Under the deferred compensation plan for the years ended December 31, 2015 and December 31, 2014, the deferral amount limitation is 100% of salary and 100% of bonuses and each participant shall be 100% vested in his or her account, at all times. The funds can be distributed the first day of the calendar month following the six-month anniversary of the participant’s separation from the Company. The participant can elect payout of the funds in a single sum or annual installments over 5 or 10 years; however, only one election can be made with respect to all of the deferrals in the respective account. If, for any reason, the participant fails to make a valid and timely election, the participant’s account shall be distributed as a single sum as of the participant’s benefit commencement date. There were no contributions made to the deferred compensation plan on behalf of the Company for years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Multiemployer Pension Plans

We are subject to several collective-bargaining agreements that require contributions to a multiemployer defined benefit pension plan that covers its union-represented employees. We contribute to this plan based on specified hourly rates for eligible hours. The risks of participating in this multiemployer plan are different from single-employer plans in the following aspects:

a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If we stop participating in the multiemployer plan, we may be required to pay a withdrawal liability based on our portion of the unfunded vested benefits of the plan.

We are subject to 28 collective bargaining-agreements ("CBA") which have various expiration dates, with the longest expiring in September 2021. Of the 28 CBAs, we have 16 significant CBA's that require contributions to the International Association of Machinists National Pension Fund ("IAMNPF") with expiration dates ranging from April 30, 2016 through August 31, 2019. As long as we remain a contributing employer, we have no liability for any unfunded portion of this plan. However, if for any reason,

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we stop making contributions to the plan under any of the individual collective-bargaining agreements, we could be assessed a potential withdrawal liability based on our share of the unfunded vested benefits of the plan. Our share of the unfunded vested benefits is determined by the contributions required under the individual collective-bargaining agreements from which we withdraw relative to the contributions made to the plan as a whole.

Our participation in the IAMNPF for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2015, 2014 and 2013 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject.

					FIP / RP Status	Total Contributions of DynCorp International				Expiration
		PPA Zone Status (2)			Pending /	(Amounts in thousands)			Surcharge	Date of
Pension Fund	EIN/PN	2015	2014	2013	Implemented	2015	2014	2013	Imposed	CBA
IAMNPF (1)	516031295 / 001	Green	Green	Green	No	$9,341	$6,845	$6,062	No	4/30/2016 through 8/31/2019

(1) Of the 16 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") union employees at T44-Corpus Christi is the most significant as contributions under this plan for years 2016 through the expiration date of the collective-bargaining agreement will approximate $3.8 million, or 17% of all required contributions to the IAMNPF.

(2) Unless otherwise noted, the most recent PPA zone status available in 2015, 2014 and 2013, is for the plan’s year-end status for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

Note 7 — Debt

Long-term debt consisted of the following:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
10.375% senior unsecured notes	$	455,000		$	455,000
Term loan	187,272			187,272
Total indebtedness	642,272			642,272
Less current portion of long-term debt	(187,272		)	—
Total long-term debt	$	455,000		$	642,272

Senior Credit Facility

On July 7, 2010, we entered into a senior secured credit facility (the "Senior Credit Facility"), with a banking syndicate and Bank of America, NA as Administrative Agent (the "Agent"). On January 21, 2011 and on August 10, 2011, DynCorp International Inc. entered into amendments to the Senior Credit Facility.

On June 19, 2013, we entered into a third amendment (the “Third Amendment”) to the Senior Credit Facility. The Third Amendment, among other things, amended the Senior Credit Facility to extend the maturity date of the revolving credit facility (the "Revolver") to July 7, 2016, increased the amount of the Revolver to $181.0 million and modified the maximum total leverage threshold test and certain other covenants.

On November 5, 2014, we entered into a fourth amendment and waiver (the "Fourth Amendment") to the Senior Credit Facility. The Fourth Amendment, among other things, (i) amended the Senior Credit Facility by modifying financial maintenance covenants; (ii) reduced the amount of the Revolver credit commitments of the lenders consenting to the Fourth Amendment by 20%, which represented a reduction of approximately $36.2 million; (iii) amended the definition of Consolidated Net Income as defined in the Senior Credit Facility to exclude up to $35 million for a one-time charge during the three month period ended September 26,

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2014 related to a certain U.S. Air Force contract; and (iv) waived compliance with the financial maintenance covenants with respect to the three month period ended September 26, 2014.

The Senior Credit Facility is secured by substantially all of our assets and is guaranteed by substantially all of our subsidiaries. As of December 31, 2015, the Senior Credit Facility provided for a $187.3 million Term Loan and the $144.8 million Revolver, which includes a $100.0 million letter of credit subfacility. As of December 31, 2015 and December 31, 2014, the available borrowing capacity under the Senior Credit Facility was approximately $102.2 million and $108.1 million, respectively, which includes $42.6 million and $36.7 million, respectively, in issued letters of credit. Amounts borrowed under the Revolver are used to fund operations. As of December 31, 2015 and December 31, 2014 there were no amounts borrowed under the Revolver. Giving effect to the waiver described below, available borrowing capacity under the Senior Credit Facility as of the date of this report (taking into account the existing $42.6 million in issued letters of credit) would be approximately $29.8 million. The maturity date on both the Term Loan and the Revolver is July 7, 2016.

The Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company's ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement until April 30, 2016 in order to provide additional time to address its upcoming debt maturities. If we do not obtain approval from the lenders under the Senior Credit Facility to extend this waiver, we will be in default under the Senior Credit Facility on May 1, 2016 and would not have the benefit of any cure period. Default under the Senior Credit Facility could allow our lenders to declare all amounts outstanding under the Senior Credit Facility to be immediately due and payable.

The waiver provides that we may not make further Revolver borrowings or request letters of credit, other than letters of credit to replace existing letters of credit with an expiry date during, or within two business days after the end of, the waiver period, if the aggregate outstanding amount of revolving loans and letters of credit exceeds 50% of the Revolver commitment. In addition, during the waiver period, any proceeds of revolving loans may only be used for working capital purposes and in the ordinary course of business for other general corporate purposes. The Company may not use the proceeds of revolving loans for dividends, prepayments of any junior debt or acquisition financing.

Interest Rates on Term Loan & Revolver

Both the Term Loan and Revolver bear interest at one of two options, based on our election, using either the (i) base rate ("Base Rate") as defined in the Senior Credit Facility plus an applicable margin or the (ii) London Interbank Offered Rate ("Eurocurrency Rate") as defined in the Senior Credit Facility plus an applicable margin. The applicable margin for the Term Loan is fixed at 3.5% for the Base Rate option and 4.5% for the Eurocurrency Rate option. The applicable margin for the Revolver ranges from 3.0% to 3.5% for the Base Rate option or 4.0% to 4.5% for the Eurocurrency option based on our outstanding Secured Leverage Ratio at the end of the quarter. The Secured Leverage Ratio is calculated by the ratio of total secured consolidated debt (net of up to $75 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, and depreciation & amortization ("Consolidated EBITDA"), as defined in the Senior Credit Facility. Interest payments on both the Term Loan and Revolver are payable at the end of the interest period as defined in the Senior Credit Facility, but not less than quarterly.

The Base Rate is equal to the higher of (a) the Federal Funds Rate plus one half of one percent and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate; provided that in no event shall the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month interest periods on the date of determination of the Base Rate. The variable Base Rate has a floor of 2.75%.

The Eurocurrency Rate is the rate per annum equal to the British Bankers Association London Interbank Offered Rate ("BBA LIBOR") as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) two Business Days prior to the commencement of such interest period. The variable Eurocurrency rate has a floor of 1.75%. As of December 31, 2015 and December 31, 2014, the applicable interest rate on the Term Loan was 6.25%.

Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees

The letter of credit subfacility bears interest at the applicable margin for Eurocurrency Rate loans, which ranges from 4.0% to 4.5% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. The unused commitment fee on our Revolver ranges from 0.50% to 0.75% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. Interest payments on both the letter of credit subfacility and unused commitments are payable quarterly in arrears. The applicable interest rates for our letter of credit subfacility were 4.25% and 4.00% as of December 31, 2015 and December 31, 2014, respectively. The applicable interest rate for our unused commitment fees was 0.50% as of December 31, 2015 and December 31, 2014, respectively. All of our letters of credit are also subject to a 0.25% fronting fee.

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Principal Payments

Pursuant to the terms of our Term Loan, quarterly principal payments are required. However, certain principal prepayments made during the year ended December 30, 2011 were applied to the future scheduled maturities and satisfied our responsibility to make quarterly principal payments through July 7, 2016.

During the year ended December 31, 2015, we made no principal payments on the Term Loan. During the year ended December 31, 2014, we made principal payments of $90.0 million on the Term Loan. Deferred financing costs associated with the prepayments totaled $1.4 million and were expensed and included in Loss on early extinguishment of debt in our consolidated statement of operations for the year ended December 31, 2014. There were no penalties associated with the prepayments.

Our Senior Credit Facility contains an annual requirement to submit a portion of our Excess Cash Flow, as defined in the Senior Credit Facility, as additional principal payments. Based on our annual financial results for the year ended December 31, 2015, we are required to make an additional principal payment of $4.6 million under the Excess Cash Flow requirement by April 6, 2016. Certain other transactions can trigger mandatory principal payments such as tax refunds, a disposition of a portion of our business or a significant asset sale. We had no such transactions during the year ended December 31, 2015.

Covenants

The Senior Credit Facility contains financial, as well as non-financial, affirmative and negative covenants that we believe are usual and customary. These covenants, among other things, limit our ability to:

• declare dividends and make other distributions;

• redeem or repurchase our capital stock;

• prepay, redeem or repurchase certain of our indebtedness;

• grant liens;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• modify the terms of certain debt;

• restrict dividends from our subsidiaries;

• change our business or business of our subsidiaries;

• merge or enter into acquisitions;

• sell our assets;

• enter into transactions with our affiliates; and

• make capital expenditures.

In addition, the Senior Credit Facility contains two financial maintenance covenants, a maximum total leverage ratio and a minimum interest coverage ratio.

The total leverage ratio is the Consolidated Total Debt, as defined in the Senior Credit Facility, less unrestricted cash and cash equivalents (up to $75.0 million) to Consolidated EBITDA for the applicable period.

Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

The interest coverage ratio is the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the Senior Credit Facility. Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2015	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

As of December 31, 2015 and December 31, 2014, we were in compliance with our financial maintenance covenants.

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Senior Unsecured Notes

On July 7, 2010, DynCorp International Inc. completed an offering of $455.0 million in aggregate principal of 10.375% senior unsecured notes due 2017 (the "Senior Unsecured Notes"). The initial purchasers were Bank of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 (the "Indenture"), by and among us, the guarantors party thereto (the "Guarantors"), including DynCorp International Inc., and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee. The Senior Unsecured Notes mature on July 1, 2017. Interest on the Senior Unsecured Notes is payable on January 1 and July 1 of each year, and commenced on January 1, 2011.

The Senior Unsecured Notes contain various covenants that restrict our ability to:

• incur additional indebtedness;

• make certain payments, including declaring or paying certain dividends;

• purchase or retire certain equity interests;

• retire subordinated indebtedness;

• make certain investments;

• sell assets;

• engage in certain transactions with affiliates;

• create liens on assets;

• make acquisitions; and

• engage in mergers or consolidations.

The aforementioned restrictions are considered to be in place unless we achieve investment grade ratings by both Moody’s Investor Services and Standard and Poors.

An event of default under the Senior Credit Facility based on a failure to pay the principal due at the scheduled maturity or upon acceleration would also cause an event of default under the Senior Unsecured Notes.

Call and Put Options

We can voluntarily settle all or a portion of the Senior Unsecured Notes at any time prior to maturity at an applicable redemption price plus the accrued and unpaid interest, if any, as of the applicable redemption date. The applicable redemption prices with respect to the Senior Unsecured Notes on any applicable redemption date if redeemed during the 12-month period commencing on July 1 of the years set forth below are as follows:

Year	Redemption Price
2015	102.6	%
2016 and thereafter	100.0	%

The Indenture requires us to offer to repurchase the Senior Unsecured Notes at defined prices in the event of certain asset sales and change of control events. In the case of Asset Sales (as defined in the Indenture), we are required under the Indenture to use the proceeds from such asset sales to either (i) prepay secured debt or nonguarantor debt, (ii) reinvest in our business or (iii) to the extent asset sale proceeds not applied in accordance with clause (i) or (ii) exceed $15.0 million, make an offer to repurchase the Senior Unsecured Notes at 100% of the principal amount thereof.

In the event of a change in control, each holder of the Senior Unsecured Notes will have the right to require the Company to repurchase some or all of the Senior Unsecured Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.

The fair value of the Senior Unsecured Notes is based on their quoted market value. As of December 31, 2015 and December 31, 2014, the quoted market value of the Senior Unsecured Notes was approximately 74.3% and 82.0%, respectively, of stated value.

Note 8 — Commitments and Contingencies

Commitments

We have operating leases for the use of real estate and certain property and equipment which are either non-cancelable, cancelable only by the payment of penalties or cancelable upon one month’s notice. All lease payments are based on the lapse of time but include, in some cases, payments for insurance, maintenance and property taxes. There are no purchase options on operating leases at favorable terms, but most leases have one or more renewal options. Certain leases on real estate are subject to annual escalations for increases in base rents, utilities and property taxes. Lease rental expense was $49.6 million, $95.5 million,

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and $167.6 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. We have no significant long-term purchase agreements with service providers.

Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2015, are as follows:

Calendar Year	Real Estate		Equipment		Total
	(Amounts in thousands)
2016 (1)	$	14,837	$	6,343	$	21,180
2017	11,782		2,780		14,562
2018	9,488		176		9,664
2019	5,083		—		5,083
2020	4,125		—		4,125
Thereafter	10,261		—		10,261
Total	$	55,576	$	9,299	$	64,875

(1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

Contingencies

General Legal Matters

We are involved in various lawsuits and claims that arise in the normal course of business. We have established reserves for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to these matters have been recorded in "Other accrued liabilities" totaling approximately $5.1 million and $8.7 million as of December 31, 2015 and December 31, 2014, respectively. We believe that appropriate accruals have been established for such matters based on information currently available; however, some of the matters may involve compensatory, punitive, or other claims or sanctions that if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at December 31, 2015. These accrued reserves represent the best estimate of amounts believed to be our liability in a range of expected losses. In accordance with ASC 450 - Contingencies, in addition to matters that are considered probable and can be reasonably estimated, we also disclose certain matters considered reasonably possible. In addition to the disclosure requirements set forth in ASC 450-20, the Company also discloses any other contingencies for which the likelihood of an unfavorable outcome is remote but for which the Company believes are of such a significant nature that disclosure would benefit a user of our financial statements. Other than matters disclosed below, we believe the aggregate range of possible loss related to matters considered reasonably possible was not material as of December 31, 2015. Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such proceedings could (i) exceed the amounts accrued for probable matters; or (ii) require a reserve for a matter we did not originally believe to be probable or could be reasonably estimated. Such changes could be material to our financial condition, results of operations and cash flows in any particular reporting period. Our view of the matters not specifically disclosed could possibly change in future periods as events thereto unfold.

Pending Litigation and Claims

On December 4, 2006, December 29, 2006, March 14, 2007 and April 24, 2007, four lawsuits were served, seeking unspecified monetary damages against DynCorp International LLC and several of its former affiliates in the U.S. District Court for the Southern District of Florida, concerning the spraying of narcotic plant crops along the Colombian border adjacent to Ecuador. Three of the lawsuits, filed on behalf of the Provinces of Esmeraldas, Sucumbíos, and Carchi in Ecuador, allege violations of Ecuadorian law, International law, and statutory and common law tort violations, including negligence, trespass, and nuisance. The fourth lawsuit, filed on behalf of citizens of the Ecuadorian provinces of Esmeraldas and Sucumbíos, alleges personal injury, various counts of negligence, trespass, battery, assault, intentional infliction of emotional distress, violations of the Alien Tort Claims Act and various violations of International law. The four lawsuits were consolidated, and based on our motion granted by the court, the case was subsequently transferred to the U.S. District Court for the District of Columbia. On March 26, 2008, a First Amended Consolidated Complaint was filed that identified 3,266 individual plaintiffs. As of January 12, 2010, 1,256 of the plaintiffs have been dismissed by court orders and, on September 15, 2010, the Provinces of Esmeraldas, Sucumbíos, and Carchi were dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia. On May 30, 2014, the U.S. Court of Appeals for the District of Columbia affirmed the dismissal of the majority of the case, but

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remanded the case to the trial court concerning a few remaining tort claims. At this time, we believe the likelihood of an unfavorable outcome in this case is remote.

A lawsuit filed on September 11, 2001, and amended on March 24, 2008, seeking unspecified damages on behalf of twenty-six residents of the Sucumbíos Province in Ecuador, was brought against our operating company and several of its former affiliates in the U.S. District Court for the District of Columbia. The action alleges violations of the laws of nations and U.S. treaties, negligence, emotional distress, nuisance, battery, trespass, strict liability, and medical monitoring arising from the spraying of herbicides near the Ecuador-Colombia border in connection with the performance of the DoS, International Narcotics and Law Enforcement contract for the eradication of narcotic plant crops in Colombia. As of January 12, 2010, fifteen of the plaintiffs have been dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia, and the appeal is pending. The terms of the DoS contract provide that the DoS will indemnify our operating company against third-party liabilities arising out of the contract, subject to available funding. We are also entitled to indemnification by Computer Sciences Corporation, the Company's previous owners, in connection with this lawsuit, subject to certain limitations. Additionally, any damage award would have to be apportioned between the other defendants and our operating company. We believe that the likelihood of an unfavorable judgment in this matter is remote.

Arising out of the litigation described in the preceding two paragraphs, on September 22, 2008, we filed a separate lawsuit against our aviation insurance carriers seeking defense and coverage of the referenced claims. On November 9, 2009, the court granted our Partial Motion for Summary Judgment regarding the duty to defend, and the carriers have paid the majority of the litigation expenses. In a related action, the carriers filed a lawsuit against us on February 5, 2009, seeking rescission of certain aviation insurance policies based on an alleged misrepresentation by us concerning the existence of certain of the lawsuits relating to the eradication of narcotic plant crops. On May 19, 2010, our aviation insurance carriers filed a complaint against us seeking reformation of previously provided insurance policies and the elimination of coverage for aerial spraying. We believe the claims asserted by the insurance carriers are without merit and the likelihood of an unfavorable judgment in this matter is remote.

In 2009, we terminated for cause a contract to build the Akwa Ibom International Airport for the State of Akwa Ibom in Nigeria. Consequently, we terminated certain subcontracts and purchase orders the customer advised us it did not want to assume. Our termination of certain subcontracts not assumed by the customer, including our actions to recover against advance payment and performance guarantees established by the subcontractors for our benefit, was challenged in certain instances. In December 2011, the customer filed arbitration alleging fraud, gross negligence, contract violations, and conversion of funds and asserted damages of approximately $150.0 million. On April 22, 2015, the customer withdrew a substantial number of its claims and amended certain of those claims that remained in the case. In December 2015, the parties agreed to a settlement in which we paid $5.4 million and the matter in now closed.

In 2011, a former employee filed a lawsuit against us alleging a breach of a stock purchase agreement regarding the 2009 purchase of Phoenix Consulting Group. In 2012, the parties settled one of the claims and we successfully compelled arbitration on claims for a contingent “earn out” payment. In May 2015, the arbitrator awarded the claimed “earn out” payment, totaling approximately $3.3 million but denied the claim for pre-award interest on that payment. We have subsequently paid the award in full and recorded the charge for the claim.

In October 2007, we entered into a subcontract with Northrop Grumman Technical Services, Inc. (“Northrop”) to support Northrop’s prime contract with the Department of Defense Counter Narcotics Terrorism Program Office ("CNTPO"). We performed the services requested by Northrop, the government determined that it received “intended quality and skills of personnel,” and Northrop paid our invoices until July 2014. Subsequent to July 2014, Northrop stopped paying our periodic invoices. The contract operations ended on December 31, 2014. In March 2015, Northrop filed a civil action against us to obtain documents regarding our invoices and now asserts approximately $5 million in damages. We believe the damages asserted by Northrop represent a loss contingency that is remote. In September 2015, we filed an Answer and Counterclaim seeking approximately $41.0 million for unpaid invoices. An unfavorable judgment which denies us a substantial amount of the full amount owed to us could have a material effect on our operating performance.

U.S. Government Investigations

We primarily sell our services to the U.S. government. These contracts are subject to extensive legal and regulatory requirements, and we are occasionally the subject of investigations by various agencies of the U.S. government who investigate whether our operations are being conducted in accordance with these requirements, including as previously disclosed in our periodic filings, the Special Inspector General for Iraq Reconstruction report regarding certain reimbursements and the U.S. Department of State Office of Inspector General's records subpoena with respect to Civilian Police ("CivPol"). Such investigations, whether related to our U.S. government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future U.S. government contracting. U.S. government investigations often take years to complete and many result in adverse action against us. We believe that any adverse actions arising from such matters could have a material effect on our ability to invoice and

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receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government and could have a material effect on our operating performance.

On February 24, 2012, we were advised by the Department of Justice Civil Litigation Division that they are conducting an investigation regarding the CivPol and Department of State Advisor Support Mission ("DASM") contracts in Iraq and Corporate Bank, a former subcontractor. The issues include allowable hours worked under a specific task order and invoices to the Department of State for certain hotel leasing, labor rates and overhead within the 2003 to 2008 timeframe. The Department of Justice Civil Litigation Division has requested information from the Company, and we are fully cooperating with the government’s review. If our operations are found to be in violation of any laws or government regulations, we may be subject to penalties, damages or fines, any or all of which could adversely affect our financial results. At this time, an estimate or a range of potential damages is not possible as this matter is still under review by the Department of Justice and no formal complaint has been filed.

U.S. Government Audits

Our contracts are regularly audited by the Defense Contract Audit Agency ("DCAA") and other government agencies. These agencies review our contract performance, cost structure and compliance with applicable laws, regulations and standards. The government also reviews the adequacy of, and our compliance with, our internal control systems and policies, including our purchasing, property, estimating, accounting and material management business systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. The DCAA will in some cases issue a Form 1 representing the non-conformance of such costs or requirements as it relates to our government contracts. If we are unable to provide sufficient evidence of the costs in question, the costs could be suspended or disallowed which could be material to our financial statements. Government contract payments received by us for direct and indirect costs are subject to adjustment after government audit and repayment to the government if the payments exceed allowable costs as defined in the government regulations.

We have received a series of audit reports from the DCAA, some of which have resulted in Form 1s, related to their examination of certain incurred, invoiced and reimbursed costs on our CivPol program. The Form 1s identify several cost categories where the DCAA has asserted instances of potential deviations from the explicit terms of the contract or from certain provisions of government regulations. The asserted amounts are derived from extrapolation methodologies used to estimate potential exposure amounts for the cost categories. Over the past several years, we have worked with the DCAA and our customer in resolving matters inclusive in the Form 1s as well as other transmittals. We have provided responses to the DCAA and the Department of State that have articulated our position on each issue and have attempted to answer their questions and provide clarification of the facts to resolve the issues raised. We have also sought to obtain clarification from our customer through formal contract modifications in an attempt to assist the DCAA in closing these issues.

We believe the majority of these issues will continue to be resolved and thus represent loss contingencies that we consider remote. For the remaining issues, which total approximately $7.7 million, we believe the DCAA did not consider certain contractual provisions and long standing patterns of dealing with the customer. Since we cannot reasonably estimate the DCAA's acceptance of our initial responses and the ultimate outcome related to these remaining issues we believe these items represent loss contingencies that we consider reasonably possible. However, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer and the DCAA in providing clarification of the facts and circumstances surrounding the issues.

On April 30, 2013, we received several Form 1s from the DCAA for the periods ranging between 2000 to 2011 on the War Reserve Materiel program related to concerns on items such as the adequacy of documentation and reasonableness of costs. We are working with the Air Force to resolve these questions. Based on our recent correspondence with the customer, a substantial portion of these items represent loss contingencies that are remote. The remaining portion of these items totaling $1.8 million represent loss contingencies that we consider reasonably possible; however, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer.

Foreign Contingencies

On January 22, 2014, a tax assessment from the Large Tax Office of the Afghanistan Ministry of Finance (“MOF”) was received, seeking approximately $64.2 million in taxes and penalties specific to one of our business licenses in Afghanistan for periods between 2009 to 2012. The majority of this assessment was income tax related; however, $10.2 million of the assessed amount is non-income tax related and represents loss contingencies that we consider reasonably possible. We filed our initial appeal of the assessment with the MOF on February 19, 2014. In May 2014, the MOF ruled in our favor for the income tax related issue which totaled approximately $54.0 million. We are still working with the MOF to remove the assessment on the remaining non-income tax related items. As of December 31, 2015, a reasonable estimate of loss or range of loss could not be made as we could not reasonably estimate the ultimate outcome related to the issues assessed.

Credit Risk

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We are subject to concentrations of credit risk primarily by virtue of our accounts receivable. Departments and agencies of the U.S. federal government account for all but minor portions of our customer base, minimizing this credit risk. Furthermore, we continuously review all accounts receivable and record provisions for doubtful accounts when necessary.

Risk Management Liabilities and Reserves

We are insured for domestic workers' compensation liabilities and a significant portion of our employee medical costs. However, we bear risk for a portion of claims pursuant to the terms of the applicable insurance contracts. We account for these programs based on actuarial estimates of the amount of loss inherent in that period's claims, including losses for which claims have not been reported of $11.0 million and $11.4 million as of December 31, 2015 and December 31, 2014, respectively. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events. We limit our risk by purchasing stop-loss insurance policies for significant claims incurred for both domestic workers' compensation liabilities and medical costs. Our exposure under the stop-loss policies for domestic workers' compensation and medical costs is limited based on fixed dollar amounts. For domestic worker's compensation and employer's liability under state and federal law, the fixed-dollar amount of stop-loss coverage is $1.0 million per occurrence on most policies; but, $0.25 million on a California based policy. For medical costs, the fixed dollar amount of stop-loss coverage is from $0.25 million to $0.75 million for total costs per covered participant per calendar year.

Note 9 — Equity

At April 1, 2010 (inception), 100 common shares were issued and, as of December 31, 2015, 100 shares remain issued and outstanding as there have been no further issuances of common shares since that date. During the period from April 1, 2010 (inception) through December 31, 2010, our equity was impacted by a capital contribution of $550.9 million in connection with the merger entered into on July 7, 2010.

Share Based Payments

On December 17, 2013, certain members of management and outside directors were awarded Class B interests in DynCorp Management LLC (“DynCorp Management”). DynCorp Management LLC conducts no operations and was established for the purpose of holding equity in our Company. DynCorp Management LLC authorized 100,000 Class B shares as available for issuance and approved 7,246 Class B-1 Interests and 380 Class B-2 Interests to certain members of management and outside directors of Defco Holdings, Inc. (“Holdings”), the non-member manager, and its subsidiaries, including Delta Tucker Holdings, Inc. All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. The grant and vesting of the awards is contingent upon the executives' consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements. As of December 31, 2013 consents were received from members of management and outside directors with grants totaling 3,144 shares. Grants and the receipt of consents to the terms and conditions totaled 4,339 Class B-1 Interests during the year ended December 31, 2014. There were no new grants issued to any of our members of management in calendar year 2015.

The Class B-1 Interests are subject to (i) time-based vesting in separate tranches based on the participants’ hire date (each such date a “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or termination of the executive without cause); and (iii) continued employment of the member of management by Holdings or its subsidiaries through the applicable vesting dates.

Class B-1 Interests held by participants hired in 2013 shall vest in 5 equal 20% installments on each of the grant dates of the Class B-1 Interests, July 15, 2014, July 15, 2015, July 15, 2016 and July 15, 2017. Class B-1 Interests Participants hired in 2012 shall vest with respect to 30% of the Class B-1 Interests on the grant date, an additional 20% on July 15, 2014, 20% on July 15, 2015 and with respect to the remaining Class B-1 Interests on July 15, 2016. Class B-1 Interests Participants hired in 2010 and 2011 shall vest with respect to 40% of the Class B-1 Interests as of the grant date, an additional 20% on July 15, 2014 and with respect to the remaining Class B-1 Interests on July 15, 2015.

A summary of the Class B Interest plans activity for the years ended December 31, 2015 and December 31, 2014 is as follows:

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	Number of Interests
Outstanding at December 31, 2013	3,144
Granted:
Class B-1	4,339
Class B-2	—
Exercised	—
Forfeited or expired	(1,582	)
Outstanding at December 31, 2014	5,901
Granted:
Class B-1	—
Class B-2	—
Exercised	—
Forfeited or expired	(135	)
Outstanding at December 31, 2015	5,766

Awards to our management team consist of options qualifying as profits interests under Revenue Procedure 93-27, that are exercisable only upon a change in control as defined in the Plan. The awards do not expire and the awards do not have a fixed strike price. The value of the Class B Interest as of the grant date is calculated using a Monte Carlo simulation consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” and is amortized over the respective vesting period. The Monte Carlo simulation, similar to a Black-Scholes option pricing formula, requires the input of subjective assumptions, including the estimated life of the interest and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility of the market-based guideline companies as a basis for projecting the expected volatility of the underlying Class B interest and estimated the expected life of our Class B grants to be 4 years as of the grant date. The 2013 fair value utilized for determining the profits interests for Class B-1 and B-2 interests was $819.26 and $258.30, respectively. The initial fair value was utilized for all grants through the period ending March 28, 2014. After the period ending March 28, 2014, another valuation was performed to determine the fair value of future grants resulting in the 670 Class B-1 interests granted after March 28, 2014 having a fair value of $32.73. The weighted-average assumptions used in the valuation for grants issued after March 28, 2014 included expected volatility of 36.0%, risk-free interest rate of 1.1%, expected yield of 8.0%, a remaining expected life of 2.8 years, and a forfeiture rate of 8.0%. There were no applicable weighted-average assumptions in calendar year 2015 as there were no additional grants issued. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our Class B grants.

The total grant date fair value of all options granted during 2015 and 2014 was $0 and $4.6 million, respectively. Total compensation cost expensed for the years ended December 31, 2015 and December 31, 2014 was $0.4 million and $3.2 million, respectively.

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The following is a summary of the changes in non-vested shares for the years ended December 31, 2015 and December 31, 2014:

	Number of Shares
Non-vested shares at December 31, 2013	2,123
Granted	4,339
Vested	(3,646	)
Forfeited	(1,582	)
Non-vested shares at December 31, 2014	1,234
Granted	—
Vested	(893	)
Forfeited	(135	)
Non-vested shares at December 31, 2015	206

As of December 31, 2015, the total compensation cost related to the non-vested Class B awards, not yet recognized, was $0.1 million which will be recognized over a weighted average period of approximately 0.3 years.

Long-Term Incentive Bonus

On December 17, 2013 the Company approved a long-term cash incentive bonus for certain members of management and outside directors, where in the event of a change in control, subject to the various members of management continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the various members of management shall be eligible to receive a cash incentive bonus. As of December 31, 2015 there was no impact to the financial statements as no triggering event had occurred.

Note 10 — Fair Value of Financial Assets and Liabilities

ASC 820 — Fair Value Measurements and Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1, defined as observable inputs such as quoted prices in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and borrowings. Because of the short-term nature of cash and cash equivalents, accounts receivable and accounts payable, the fair value of these instruments approximates the carrying value. Our estimate of the fair value of our long-term debt is based on Level 1 and Level 2 inputs, as defined above.

	As of
	December 31, 2015						December 31, 2014
	Carrying			Fair			Carrying		Fair
(Amounts in thousands)	Amount			Value			Amount		Value
10.375% senior unsecured notes	$	455,000		$	337,838		$	455,000	$	373,100
Term loan	187,272			179,781			187,272		185,868
Total indebtedness	642,272			517,619			642,272		558,968
Less current portion of long-term debt	(187,272		)	(179,781		)	—		—
Total long-term debt	$	455,000		$	337,838		$	642,272	$	558,968

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Note 11 — Segment and Geographic Information

We have two operating and reporting segments: DynAviation and DynLogistics. The DynAviation and DynLogistics segments operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. federal agencies.

The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Revenue
DynAviation	$	1,276,062		$	1,204,417		$	1,373,635
DynLogistics	647,142			1,045,200			1,920,715
Headquarters / Other (1)	(27		)	2,692			(7,166		)
Total revenue	$	1,923,177		$	2,252,309		$	3,287,184
Operating (loss) / income
DynAviation	$	(69,240	)	$	(61,501	)	$	(194,701	)
DynLogistics	42,496			(67,097		)	36,243
Headquarters / Other (2)	(47,975		)	(91,348		)	(48,322		)
Total operating loss	$	(74,719	)	$	(219,946	)	$	(206,780	)
Depreciation and amortization
DynAviation	$	2,473		$	1,665		$	1,628
DynLogistics	250			55			543
Headquarters / Other	34,531			47,987			48,108
Total depreciation and amortization (3)	$	37,254		$	49,707		$	50,279

(1) Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(2) Headquarters operating expenses primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, partially offset by equity method investee income.

(3) Includes amounts in Cost of services of $2.3 million, $1.1 million and $1.7 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

	As of
	December 31, 2015		December 31, 2014		December 31, 2013
(Amounts in thousands)
Assets
DynAviation	$	351,627	$	393,246	$	447,646
DynLogistics	173,036		299,961		591,304
Headquarters / Other (1)	265,267		289,280		460,971
Total assets	$	789,930	$	982,487	$	1,499,921

(1) Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

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Geographic Information — Revenue by geography is determined based on the location of services provided.

	For the years ended
	December 31, 2015				December 31, 2014				December 31, 2013
(Amounts in thousands)
United States	$	658,639	34	%	$	612,220	27	%	$	695,772	21	%
Afghanistan	648,058		34	%	1,003,205		45	%	1,845,234		56	%
Middle East (1)	407,521		21	%	387,021		17	%	534,861		16	%
Other Americas	76,746		4	%	84,424		4	%	87,759		3	%
Europe	70,456		4	%	53,853		2	%	52,365		2	%
Asia-Pacific	29,362		1	%	41,953		2	%	46,170		1	%
Other	32,395		2	%	69,633		3	%	25,023		1	%
Total revenue	$	1,923,177	100	%	$	2,252,309	100	%	$	3,287,184	100	%

(1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2015.

Revenue from the U.S. government accounted for approximately 93%, 94% and 96% of total revenue for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. As of December 31, 2015 and December 31, 2014 accounts receivable due from the U.S. government represented over 90% and 88% of total accounts receivable, respectively.

Note 12 — Related Parties, Joint Ventures and Variable Interest Entities

Consulting Fees

We have a Master Consulting and Advisory Services agreement ("COAC Agreement") with Cerberus Operations and Advisory Company, LLC, where, pursuant to the terms of the agreement, they make personnel available to us for the purpose of providing reasonably requested business advisory services. The services are priced on a case by case basis depending on the requirements of the project and agreements in pricing. We incurred $8.1 million, $4.9 million and $4.6 million of consulting fees on a gross basis before considering the effect of our contract mix which provides for partial recovery in conjunction with the COAC Agreement during years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

We have three executives who are Cerberus Operations and Advisory Company, LLC (“COAC”) employees, who are seconded to us: (i) our former Interim Chief Executive Officer and now non-executive chairman of our Board of Directors; (ii) our Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary; and (iii) our Senior Vice President, DynGlobal. Inclusive of the $8.1 million and $4.9 million recognized during the years ended December 31, 2015 and December 31, 2014 in COAC consulting fees, respectively, we recognized $4.2 million and $1.3 million of administrative expense in conjunction with these COAC employees for the years ended December 31, 2015 and December 31, 2014, respectively.

Certain members of executive management and board members of the Company and seconded COAC individuals have agreements and conduct business with Cerberus and its affiliates for which they receive compensation. We recognize such compensation as an expense in the consolidated financial statements.

Joint Ventures and Variable Interest Entities

Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows:

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions ("GLS")	51	%
DynCorp International FZ - LLC ("DIFZ")	25	%
Babcock DynCorp Limited ("Babcock")	44	%

We account for our investments in VIEs in accordance with ASC 810 - Consolidation. In cases where we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, we consolidate the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment

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is accounted for under the equity method. As of December 31, 2015, we accounted for PaTH, CRS, Babcock, GRS and GLS as equity method investments. Alternatively, we consolidated DIFZ based on the aforementioned criteria. We present our share of the PaTH, CRS, GRS and GLS earnings in Earnings from equity method investees as these joint ventures are considered operationally integral. Alternatively, we present our share of the Babcock earnings in Other income, net as it is not considered operationally integral.

PaTH is a joint venture formed in May 2006 with two other partners for the purpose of procuring government contracts with the Federal Emergency Management Authority.

CRS is a joint venture formed in March 2006 with two other partners for the purpose of procuring government contracts with the U.S. Navy.

The GRS joint venture was formed in August 2010 with one partner for the purpose of procuring government contracts with the U.S. Navy.

GLSis a joint venture formed in August 2006 between DynCorp International LLC and AECOM's National Security Programs unit for the purpose of procuring government contracts with the U.S. Army. We incur costs on behalf of GLS related to the normal operations of the venture. However, these costs typically support revenue billable to our customer.

We own 25% of DIFZ but exercise power over activities that significantly impact DIFZ's economic performance.

Babcock is a joint venture formed in January 2005 and currently provides services to the British Ministry of Defence. The economic rights in the Babcock joint venture are not considered operationally integral to the Company.

Receivables due from our unconsolidated joint ventures totaled $0.5 million and $1.5 million as of December 31, 2015, December 31, 2014, respectively. These receivables are a result of items purchased and services rendered by us on behalf of our unconsolidated joint ventures. We have assessed these receivables as having minimal collection risk based on our historic experience with these joint ventures and our inherent influence through our ownership interest. The related revenue we earned from our unconsolidated joint ventures totaled $0.4 million, $3.9 million, and $8.6 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. Additionally, we earned $4.0 million, $12.4 million, and $3.7 million in equity method income (includes operationally integral and non-integral income) for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

GLS’ revenue was $27.8 million, $20.5 million and $21.8 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. GLS incurred an operating and net loss of $2.8 million, $6.0 million and $3.6 million for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, respectively. GLS paid cash dividends of $18.8 million during the year ended December 31, 2014. Based on our 51% ownership in GLS, we recognized $9.6 million in equity method income during the year ended December 31, 2014. GLS did not pay a cash dividend during the year ended December 31, 2015.

We currently hold one promissory note included in Other assets on our consolidated balance sheet from Palm Trading Investment Corp, which had an aggregate initial value of $9.2 million. The loan balance outstanding was $2.5 million and $2.9 million as of December 31, 2015 and December 31, 2014, respectively, reflecting the initial value plus accrued interest, less payments against the promissory note. The fair value of the note receivable is not materially different from its carrying value.

As discussed above and in accordance with ASC 810 - Consolidation, we consolidate DIFZ. The following tables present selected financial information for DIFZ as of December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, December 31, 2014 and December 31, 2013:

	As of
(Amounts in millions)	December 31, 2015		December 31, 2014
Assets	$	4.7	$	4.7
Liabilities	1.1		1.5

	For the years ended
(Amounts in millions)	December 31, 2015		December 31, 2014		December 31, 2013
Revenue	$	216.1	$	297.7	$	414.4

The following tables present selected financial information for our equity method investees as of December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, December 31, 2014 and December 31, 2013:

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	As of
(Amounts in millions)	December 31, 2015		December 31, 2014
Current assets	$	32.2	$	65.8
Total assets	32.2		65.9
Current liabilities	12.5		44.4
Total liabilities	12.5		44.4

	For the years ended
(Amounts in millions)	December 31, 2015		December 31, 2014		December 31, 2013
Revenue	$	101.8	$	233.1	$	203.1
Gross profit	14.8		20.7		15.9
Net income	11.4		14.4		10.7

Many of our joint ventures and VIEs only perform on a single contract. The modification or termination of a contract under a joint venture or VIE could trigger an impairment in the fair value of our investment in these entities. In the aggregate, our maximum exposure to losses as a result of our investment consists of our (i) $6.7 million investment in unconsolidated subsidiaries, (ii) $0.5 million in receivables from our unconsolidated joint ventures, (iii) $2.5 million of notes receivable from Palm Trading Investment Corp, and (iv) contingent liabilities that were neither probable nor reasonably estimable as of December 31, 2015.

Note 13 — Collaborative Arrangements

We have historically participated in a collaborative arrangement with CH2M Hill on the LOGCAP IV program. The collaborative arrangement shared some of the risks and profit associated with this U.S. government contract and was accounted for under ASC 808 - Collaborative Arrangements where we recorded revenue gross as the principal participant. The cash inflows and outflows, as well as expenses incurred, were recorded in Cost of services in the period realized. Through August 25, 2015, our share of the profits was 70%.

On August 25, 2015, we executed an agreement with CH2M Hill to end our collaborative arrangement on the LOGCAP IV contract. Subsequent to August 25, 2015, we no longer shared any of the risks or profit associated with the contract.

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Note 14— Consolidating Financial Statements of Subsidiary Guarantors

The Senior Unsecured Notes issued by DynCorp International Inc. ("Subsidiary Issuer") and the Senior Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Company ("Parent") and all of the domestic subsidiaries of Subsidiary Issuer: DynCorp International LLC, DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, DIV Capital Corporation, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Management and Consulting Services LLC, Worldwide Recruiting and Staffing Services LLC, Heliworks LLC, Phoenix Consulting Group LLC and Casals & Associates, Inc. ("Subsidiary Guarantors"). Each of the Subsidiary Issuer and the Subsidiary Guarantors is 100% owned by the Company. Under the indenture governing the Senior Unsecured Notes, a guarantee of a Subsidiary Guarantor will terminate upon the following customary circumstances: (i) the sale of the capital stock of such Subsidiary Guarantor if such sale complies with the indenture; (ii) the designation of such Subsidiary Guarantor as an unrestricted subsidiary; (iii) if such Subsidiary Guarantor no longer guarantees certain other indebtedness of the Subsidiary Issuer or (iv) the defeasance or discharge of the indenture.

The following condensed consolidating financial statements present (i) condensed consolidating balance sheets as of December 31, 2015 and December 31, 2014 (ii) the condensed consolidating statement of operations and comprehensive loss for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, (iii) condensed consolidating statements of cash flows for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 and (iv) elimination entries necessary to consolidate Parent and its subsidiaries.

The Parent company, the Subsidiary Issuer, the combined Subsidiary Guarantors and the combined subsidiary non-guarantors account for their investments in subsidiaries using the equity method of accounting; therefore, the Parent column reflects the equity income of the subsidiary and its subsidiary guarantors, and subsidiary non-guarantors. Additionally, the Subsidiary Guarantors’ column reflects the equity income of its subsidiary non-guarantors.

DynCorp International, Inc. is considered the Subsidiary Issuer as it issued the Senior Unsecured Notes.

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Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	1,937,385		$	241,716		$	(255,924	)	$	1,923,177
Cost of services	—			—			(1,739,280		)	(238,254		)	255,855			(1,721,679		)
Selling, general and administrative expenses	—			—			(144,625		)	(115		)	65			(144,675		)
Depreciation and amortization expense	—			—			(33,857		)	(1,133		)	4			(34,986		)
Earnings from equity method investees	—			—			140			—			—			140
Impairment of goodwill, intangibles and long lived assets	—			—			(96,696		)	—			—			(96,696		)
Operating (loss) income	—			—			(76,933		)	2,214			—			(74,719		)
Interest expense	—			(65,689		)	(3,135		)	—			—			(68,824		)
Loss on early extinguishment of debt	—			—			—			—			—			—
Interest income	—			—			103			7			—			110
Equity in (loss) income of consolidated subsidiaries	(132,602		)	(89,904		)	149			—			222,357			—
Other income, net	—			—			3,952			16			—			3,968
(Loss) income before income taxes	(132,602		)	(155,593		)	(75,864		)	2,237			222,357			(139,465		)
Benefit (provision) for income taxes	—			22,991			(14,040		)	(279		)	—			8,672
Net (loss) income	(132,602		)	(132,602		)	(89,904		)	1,958			222,357			(130,793		)
Noncontrolling interest	—			—			—			(1,809		)	—			(1,809		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(132,602	)	$	(132,602	)	$	(89,904	)	$	149		$	222,357		$	(132,602	)

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Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	2,268,349		$	315,551		$	(331,591	)	$	2,252,309
Cost of services	—			—			(2,092,339		)	(312,110		)	331,584			(2,072,865		)
Selling, general and administrative expenses	—			—			(146,623		)	(265		)	7			(146,881		)
Depreciation and amortization expense	—			—			(47,979		)	(603		)	—			(48,582		)
Earnings from equity method investees	—			—			489			9,588			—			10,077
Impairment of goodwill, intangibles and long lived assets	—			—			(214,004		)	—			—			(214,004		)
Operating (loss) income	—			—			(232,107		)	12,161			—			(219,946		)
Interest expense	—			(68,221		)	(2,562		)	—			—			(70,783		)
Loss on early extinguishment of debt	—			(1,362		)	—			—			—			(1,362		)
Interest income	—			—			198			23			—			221
Equity in (loss) income of consolidated subsidiaries	(269,780		)	(224,551		)	10,174			—			484,157			—
Other income (expense), net	—			—			3,736			(56		)	—			3,680
(Loss) income before income taxes	(269,780		)	(294,134		)	(220,561		)	12,128			484,157			(288,190		)
Benefit (provision) for income taxes	—			24,354			(3,990		)	206			—			20,570
Net (loss) income	(269,780		)	(269,780		)	(224,551		)	12,334			484,157			(267,620		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	10,174		$	484,157		$	(269,780	)

91

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	3,298,767		$	445,144		$	(456,727	)	$	3,287,184
Cost of services	—			—			(3,006,723		)	(437,375		)	456,845			(2,987,253		)
Selling, general and administrative expenses	—			—			(148,962		)	(845		)	(118		)	(149,925		)
Depreciation and amortization expense	—			—			(48,028		)	(600		)	—			(48,628		)
Earnings from equity method investees	—			—			1,510			3,060			—			4,570
Impairment of goodwill, intangibles and long lived assets	—			—			(312,728		)	—			—			(312,728		)
Operating (loss) income	—			—			(216,164		)	9,384			—			(206,780		)
Interest expense	—			(75,001		)	(3,825		)	—			—			(78,826		)
Loss on early extinguishment of debt	—			(703		)	—			—			—			(703		)
Interest income	—			—			130			27			—			157
Equity in (loss) income of consolidated subsidiaries	(253,736		)	(204,678		)	5,097			—			453,317			—
Other (expense) income, net	—			—			(998		)	188			—			(810		)
(Loss) income before income taxes	(253,736		)	(280,382		)	(215,760		)	9,599			453,317			(286,962		)
Benefit (provision) for income taxes	—			26,646			11,082			(267		)	—			37,461
Net (loss) income	(253,736		)	(253,736		)	(204,678		)	9,332			453,317			(249,501		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	(253,736		)	(253,736		)	(204,678		)	5,097			453,317			(253,736		)

92

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Loss

For the year ended December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(132,602	)	$	(132,602	)	$	(89,904	)	$	1,958		$	222,357		$	(130,793	)
Other comprehensive loss:
Currency translation adjustment	(122		)	(122		)	—			(122		)	244			(122		)
Other comprehensive loss, before tax	(122		)	(122		)	—			(122		)	244			(122		)
Income tax benefit related to items of other comprehensive loss	43			43			—			43			(86		)	43
Other comprehensive loss	(79		)	(79		)	—			(79		)	158			(79		)
Comprehensive (loss) income	(132,681		)	(132,681		)	(89,904		)	1,879			222,515			(130,872		)
Noncontrolling interest	—			—			—			(1,809		)	—			(1,809		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(132,681	)	$	(132,681	)	$	(89,904	)	$	70		$	222,515		$	(132,681	)

93

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Loss

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	12,334		$	484,157		$	(267,620	)
Other comprehensive loss:
Currency translation adjustment	(131		)	(131		)	—			(131		)	262			(131		)
Other comprehensive loss, before tax	(131		)	(131		)	—			(131		)	262			(131		)
Income tax benefit related to items of other comprehensive loss	47			47			—			47			(94		)	47
Other comprehensive loss	(84		)	(84		)	—			(84		)	168			(84		)
Comprehensive (loss) income	(269,864		)	(269,864		)	(224,551		)	12,250			484,325			(267,704		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,864	)	$	(269,864	)	$	(224,551	)	$	10,090		$	484,325		$	(269,864	)

94

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Loss

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	9,332		$	453,317		$	(249,501	)
Other comprehensive loss:
Currency translation adjustment	(437		)	(437		)	(242		)	(195		)	874			(437		)
Other comprehensive loss, before tax	(437		)	(437		)	(242		)	(195		)	874			(437		)
Income tax benefit related to items of other comprehensive loss	157			157			86			70			(313		)	157
Other comprehensive loss	(280		)	(280		)	(156		)	(125		)	561			(280		)
Comprehensive (loss) income	(254,016		)	(254,016		)	(204,834		)	9,207			453,878			(249,781		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(254,016	)	$	(254,016	)	$	(204,834	)	$	4,972		$	453,878		$	(254,016	)

95

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	95,365	$	13,417	$	—		$	108,782
Restricted cash	—			—			721		—		—			721
Accounts receivable, net	—			—			389,773		11		(3,687		)	386,097
Intercompany receivables	—			—			199,364		15,180		(214,544		)	—
Prepaid expenses and other current assets	—			2,406			54,364		1,825		(506		)	58,089
Assets held for sale	—			—			7,913		—		—			7,913
Total current assets	—			2,406			747,500		30,433		(218,737		)	561,602
Property and equipment, net	—			—			14,617		1,077		—			15,694
Goodwill	—			—			9,694		32,399		—			42,093
Tradenames, net	—			—			28,536		—		—			28,536
Other intangibles, net	—			—			113,256		223		—			113,479
Investment in subsidiaries	—			650,005			55,460		—		(705,465		)	—
Long-term deferred taxes	—			—			13,364		—		—			13,364
Other assets, net	—			2,835			10,616		1,711		—			15,162
Total assets	$	—		$	655,246		$	993,043	$	65,843	$	(924,202	)	$	789,930
	LIABILITIES & DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	187,272		$	—	$	—	$	—		$	187,272
Accounts payable	—			—			85,374		6,138		(902		)	90,610
Accrued payroll and employee costs	—			—			96,800		3,881		—			100,681
Intercompany payables	45,079			154,285			15,180		—		(214,544		)	—
Deferred income taxes	—			—			27,310		24		—			27,334
Accrued liabilities	168,883			27,572			90,013		340		(172,090		)	114,718
Liabilities held for sale	—			—			784		—		—			784
Income taxes payable	—			—			8,214		—		(84		)	8,130
Total current liabilities	213,962			369,129			323,675		10,383		(387,620		)	529,529
Long-term debt	—			455,000			—		—		—			455,000
Other long-term liabilities	—			—			13,571		—		—			13,571
Noncontrolling interests	—			—			5,792		—		—			5,792
(Deficit) equity	(213,962		)	(168,883		)	650,005		55,460		(536,582		)	(213,962		)
Total liabilities and deficit	$	—		$	655,246		$	993,043	$	65,843	$	(924,202	)	$	789,930

96

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	87,300	$	6,704	$	—		$	94,004
Restricted cash	—			—			707		—		—			707
Accounts receivable, net	—			—			452,938		719		(5,161		)	448,496
Intercompany receivables	—			—			234,109		28,231		(262,340		)	—
Prepaid expenses and other current assets	—			—			73,456		1,217		(473		)	74,200
Total current assets	—			—			848,510		36,871		(267,974		)	617,407
Long-term restricted cash	—			—			952		—		—			952
Property and equipment, net	—			—			23,615		171		—			23,786
Goodwill	—			—			96,489		32,399		—			128,888
Tradenames, net	—			—			28,762		—		—			28,762
Other intangibles, net	—			—			148,825		655		—			149,480
Investment in subsidiaries	—			805,417			55,087		—		(860,504		)	—
Long-term deferred taxes	—			—			5,696		—		—			5,696
Other assets, net	558			11,775			15,183		—		—			27,516
Total assets	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487
	LIABILITIES & DEFICIT
Current liabilities:
Accounts payable	$	—		$	—		$	146,016	$	1,253	$	(723	)	$	146,546
Accrued payroll and employee costs	—			—			84,725		13,296		(4,314		)	93,707
Intercompany payables	45,643			188,466			28,231		—		(262,340		)	—
Deferred income taxes	—			—			31,453		24		—			31,477
Accrued liabilities	37,681			24,135			105,404		436		(37,630		)	130,026
Income taxes payable	—			—			5,072		—		(648		)	4,424
Total current liabilities	83,324			212,601			400,901		15,009		(305,655		)	406,180
Long-term debt	—			642,272			—		—		—			642,272
Other long-term liabilities	—			—			11,312		—		—			11,312
Noncontrolling interests	—			—			5,489		—		—			5,489
(Deficit) equity	(82,766		)	(37,681		)	805,417		55,087		(822,823		)	(82,766		)
Total liabilities and deficit	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487

97

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	563		$	33,182		$	(9,991	)	$	(3,178	)	$	(1,004	)	19,572
Cash flows from investing activities:
Purchase of property and equipment	—			—			(2,026		)	(1,153		)	—			(3,179		)
Proceeds from sale of property and equipment	—			—			526			—			—			526
Purchase of software	—			—			(1,555		)	—			—			(1,555		)
Return of capital from equity method investees	—			—			4,590			—			—			4,590
Contributions to equity method investees	—			—			(3,117		)	—			—			(3,117		)
Net Transfer (to) from affiliates	—			—			34,745			13,052			(47,797		)	—
Net cash used in investing activities	—			—			33,163			11,899			(47,797		)	(2,735		)
Cash flows from financing activities:
Borrowings on indebtedness	—			218,800			—			—			—			218,800
Payments on indebtedness	—			(218,800		)	—			—			—			(218,800		)
Payments under other financing arrangements	—			—			(2,055		)	—			—			(2,055		)
Equity contribution from affiliates of Cerberus	—			1,000			—			—			—			1,000
Payments of dividends	—			—			—			(2,008		)	1,004			(1,004		)
Transfers (to) from affiliates	(563		)	(34,182		)	(13,052		)	—			47,797			—
Net cash (used in) provided by financing activities	(563		)	(33,182		)	(15,107		)	(2,008		)	48,801			(2,059		)
Net increase in cash and cash equivalents	—			—			8,065			6,713			—			14,778
Cash and cash equivalents, beginning of period	—			—			87,300			6,704			—			94,004
Cash and cash equivalents, end of period	$	—		$	—		$	95,365		$	13,417		$	—		$	108,782

98

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	333		$	29,545		$	(6,454	)	$	3,650		$	(1,697	)	$	25,377
Cash flows from investing activities:
Purchase of property and equipment	—			—			(8,712		)	—			—			(8,712		)
Proceeds from sale of property and equipment	—			—			44			—			—			44
Purchase of software	—			—			(1,631		)	—			—			(1,631		)
Return of capital from equity method investees	—			—			5,625			—			—			5,625
Net Transfer (to) from affiliates	—			—			(60,122		)	(20,372		)	80,494			—
Net cash used in investing activities	—			—			(64,796		)	(20,372		)	80,494			(4,674		)
Cash flows from financing activities:
Borrowings on indebtedness	—			118,000			—			—			—			118,000
Payments on indebtedness	—			(208,000		)	—			—			—			(208,000		)
Payments of deferred financing cost	—			—			(1,740		)	—			—			(1,740		)
Borrowings under other financing arrangements	—			—			20,214			—			—			20,214
Payments under other financing arrangements	—			—			(24,321		)	—			—			(24,321		)
Payments of dividends	—			—			—			(3,394		)	1,697			(1,697		)
Transfers (to) from affiliates	(333		)	60,455			20,372			—			(80,494		)	—
Net cash (used in) provided by financing activities	(333		)	(29,545		)	14,525			(3,394		)	(78,797		)	(97,544		)
Net decrease in cash and cash equivalents	—			—			(56,725		)	(20,116		)	—			(76,841		)
Cash and cash equivalents, beginning of period	—			—			144,025			26,820			—			170,845
Cash and cash equivalents, end of period	$	—		$	—		$	87,300		$	6,704		$	—		$	94,004

99

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	461		$	30,040		$	101,590		$	9,793		$	(4,382	)	$	137,502
Cash flows from investing activities:
Purchase of property and equipment	—			—			(7,604		)	(24		)	—			(7,628		)
Proceeds from sale of property and equipment	—			—			182			—			—			182
Purchase of software	—			—			(2,718		)	—			—			(2,718		)
Return of capital from equity method investees	—			—			2,223			—			—			2,223
Contributions to equity method investees	—			—			(30		)	—			—			(30		)
Net Transfer from (to) affiliates	—			—			(9,939		)	(7,857		)	17,796			—
Net cash used in investing activities	—			—			(17,886		)	(7,881		)	17,796			(7,971		)
Cash flows from financing activities:
Borrowings on indebtedness	—			745,900			—			—			—			745,900
Payments on indebtedness	—			(796,537		)	—			—			—			(796,537		)
Payments of deferred financing cost	—			—			(2,139		)	—			—			(2,139		)
Borrowings under other financing arrangements	—			—			9,431			—			—			9,431
Payments under other financing arrangements	—			—			(29,734		)	—			—			(29,734		)
Payments of dividends	—			—			—			(8,764		)	4,382			(4,382		)
Transfers (to) from affiliates	(461		)	20,597			7,856			(10,196		)	(17,796		)	—
Net cash used in financing activities	(461		)	(30,040		)	(14,586		)	(18,960		)	(13,414		)	(77,461		)
Net increase (decrease) in cash and cash equivalents	—			—			69,118			(17,048		)	—			52,070
Cash and cash equivalents, beginning of period	—			—			74,907			43,868			—			118,775
Cash and cash equivalents, end of period	$	—		$	—		$	144,025		$	26,820		$	—		$	170,845

100

Note 15— Subsequent Events

We evaluated potential subsequent events occurring after the period end date and determined no subsequent events merited disclosure for the year ended December 31, 2015, except as disclosed within the Notes to the consolidated financial statements.

101

Schedule I - Condensed Financial Information of Registrant

DELTA TUCKER HOLDINGS, INC.

CONDENSED BALANCE SHEETS

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Other assets, net	$	—		$	558
Total assets	$	—		$	558
Liabilities	$	213,962		$	83,324
Deficit	(213,962		)	(82,766		)
Total liabilities and deficit	$	—		$	558

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Equity in income of subsidiaries, net of tax	$	(132,602	)	$	(269,780	)	$	(253,736	)
Income before income taxes	(132,602		)	(269,780		)	(253,736		)
Income tax benefit	—			—			—
Net loss	$	(132,602	)	$	(269,780	)	$	(253,736	)

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Net cash from operating activities	$	563		$	333		$	461
Net cash from investing activities	—			—			—
Net cash from financing activities	(563		)	(333		)	(461		)
Net change in cash and cash equivalent	—			—			—
Cash and cash equivalents, beginning of period	—			—			—
Cash and cash equivalents, end of period	$	—		$	—		$	—

See notes to this schedule

102

Schedule I - Condensed Financial Information

Delta Tucker Holdings, Inc.

Notes to Schedule

Note 1 — Basis of Presentation

Pursuant to rules and regulations of the SEC, the condensed financial statements of Delta Tucker Holdings Inc. do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these financial statements should be read in conjunction with our consolidated financial statements and related notes.

Accounting for subsidiaries — We have accounted for the income of our subsidiaries under the equity method in the condensed financial statements.

Note 2 — Dividends Received from Consolidated Subsidiaries

We have received no dividends from our consolidated subsidiaries including DynCorp International Inc. which has covenants related to its long-term debt, including restrictions on dividend payments as of December 31, 2015. As the parent guarantor to DynCorp International Inc., we are subject to certain restrictions set forth under the Senior Credit Facility, including restrictions on the payment of dividends. As we are the holding company of DynCorp International Inc. and have no independent operations apart from DynCorp International Inc. and no assets other than our investment in DynCorp International Inc. and associated deferred taxes, our retained earnings and net income are fully encumbered by these restrictions.

Note 3 — Equity

Our equity was initially comprised of a capital contribution of $550.9 million. Between our inception and December 31, 2015, our equity has been impacted by our earnings, changes in other comprehensive loss and additional paid in capital.

Schedule II - Valuation and Qualifying Accounts

Delta Tucker Holdings, Inc.

For the years ended December 31, 2015, December 31, 2014 and December 31, 2013

(Amount in thousands)	Beginning of Period		Additions		Deductions from Reserve (1)			End of Period
Allowance for doubtful accounts:
December 31, 2012 — December 31, 2013	$	1,481	$	1,531	$	(1,391	)	$	1,621
December 31, 2013 — December 31, 2014	$	1,621	$	3,269	$	(154	)	$	4,736
December 31, 2014 — December 31, 2015 (2)	$	4,736	$	15,314	$	(3,767	)	$	16,283

(1) Deductions from reserve represents accounts written off, net of recoveries.

(2) Additions in 2015 primarily driven by a balance sheet reclassification related to amounts billed during the year.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures — We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (the "Act") is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the

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Act, for the period ended December 31, 2015. Based on the evaluation performed, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Inherent Limitations of Internal Controls — Our management, including the Company's Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting — There have been no changes in our internal control over financial reporting (as such term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting — The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with GAAP. Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2015.

ITEM 9B. OTHER INFORMATION.

On March 29, 2016, the Company obtained approval of the Lender Waiver from the lenders under the Company’s Senior Credit Facility. For a description of the Lender Waiver, see Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following are the names, ages and a brief account of the business experience for the past five years of our directors and executive officers as of March 9, 2016. Unless the context otherwise indicates, references herein to “we,” “our,” “us,” or “the Company” refer to Delta Tucker Holdings, Inc. and its consolidated subsidiaries.

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Name	Age	Position
James E. Geisler	49	Non-executive Chairman of the Board of Directors
Chan Galbato	53	Director
General Michael Hagee (USMC Ret.)	71	Director
Brett Ingersoll	52	Director
General John Tilelli (USA Ret.)	74	Director
Michael Sanford	34	Director
Kim Fennebresque	65	Director
Lewis Von Thaer	55	Chief Executive Officer
William T. Kansky	54	Senior Vice President and Chief Financial Officer
Gregory S. Nixon	52	Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary
George C. Krivo	53	Senior Vice President, DynGlobal
Randall Bockenstedt	61	Senior Vice President, DynLogistics
Steven T. Schorer	58	President, Aviation Group Leader
Chris Taylor	50	Senior Vice President, Strategy
Joseph M. Ford	56	Senior Vice President, Business Development
Barbara D. Walker	55	Senior Vice President, Human Resources

Each of our directors brings extensive management and leadership experience gained through their service in our industry and other diverse businesses. In these roles, they have taken hands-on, day-to-day responsibility for strategy and operations. In the paragraphs below, we describe specific individual qualifications and skills of our directors that contribute to the overall effectiveness of our Board of Directors (the “Board”) and its committees. In addition, as discussed in the paragraphs below, certain of our executive officers are employees of Cerberus Operations and Advisory Company, LLC ("COAC") and seconded to us pursuant to the COAC Agreement, which is described under "Certain Relationships and Related Transactions, and Director Independence" and Note 12 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

James E. Geisler is an employee of COAC who has been seconded to us as our Non-executive Chairman of the Board of Directors since June 2015. Mr. Geisler joined COAC in August 2014 and served as our Interim Chief Executive Officer from August 2014 to June 2015. Mr. Geisler is currently a director of the Company and has been a director since September 2012. He has been a member of the Company's Audit Committee and Business, Ethics and Compliance Committee since September 2012, except for the period of time when he served as Interim Chief Executive Officer. Prior to joining COAC, Mr. Geisler spent 17 years at United Technologies Corporation in roles including co-Chief Financial Officer and also as Vice President of Strategy leading business development and acquisitions. In addition to the DynCorp Board of Directors, Mr. Geisler is a director of Remington Arms, PaxVax, and Your Community Bank (NASDAQ: YCB). He holds a Master's in Business Administration from the University of Virginia's Darden Graduate School of Business Administration and a Bachelor of Business Administration from the University of Kentucky.

Chan Galbato currently serves as the Chief Executive Officer of COAC, a position he has held since March 2012. Mr. Galbato served as a Senior Operating Executive of Cerberus Capital Management, L.P. ("Cerberus") since 2009. Prior to joining Cerberus, Mr. Galbato served as the Chief Executive Officer and President of the Controls Group at Invensys plc, the President of Services for The Home Depot, and President and Chief Executive Officer of Armstrong Floor Products. He also serves as Chairman of Blue Bird Corporation and YP Holdings LLC and is a member of the board of directors of Steward Health Care LLC. From 2006 to 2013, he was also a director of the Brady Corporation, most recently as its Lead Director. He holds a Master’s degree in Business Administration from the University of Chicago and a Bachelor’s degree in economics from the State University of New York. Mr. Galbato was selected to serve as one of our directors because of his extensive experience in financing, private equity investments and board service.

General Michael Hagee (USMC Ret.) has been a director since July 2010. He is President and CEO of the Admiral Nimitz Foundation and is an independent consultant to corporate executives and business leaders. He served more than 38 years in the U.S. Marine Corps, finishing his active duty career as the 33rd Commandant of the Marine Corps and a member of the Joint Chiefs of Staff. General Hagee holds Master's degrees in electrical engineering and national security studies from the U.S. Naval Academy. He served on the U.S. Department of Defense Science Board and the National Security Advisory Council for the Center for U.S. Global Engagement and U.S. Global Leadership Campaign. General Hagee was selected to serve as one of our directors due to

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his extensive knowledge about our two largest clients - the Department of Defense and the Department of State, extensive board and oversight experience, which allows him to bring additional perspective to our Board of Directors.

Brett Ingersoll has been a director since July 2010. Mr. Ingersoll has served as Senior Managing Director and Co-Head of Private Equity at Cerberus since January 2002. He is also a member of the boards of directors of Grifols S.A., Steward Healthcare System, Covis Pharmaceuticals and EntreCap Financial. Mr. Ingersoll holds a Bachelor's degree in economics from Brigham Young University and a Master's degree in business administration from Harvard Business School. Mr. Ingersoll was selected to serve as one of our directors because he has extensive experience in financing, private equity investments and board service.

General John Tilelli (USA Ret.) has been a director since July 2010. General Tilelli is currently Chairman and CEO of Cypress International, Inc. He served two combat tours in Vietnam, commanded the 1st Cavalry Division during Operations Desert Shield and Desert Storm, and served four times in Germany. General Tilelli served as the Vice Chief of Staff of the Army, and concluded his active duty career as Commander in Chief of the United Nations Command, Republic of Korea, U.S. Combined Forces, and U.S. Forces Korea. He was appointed as President and CEO of the USO Worldwide Operations in March 2000. General Tilelli holds a Bachelor's degree in economics from Pennsylvania Military College, now Widener University, and was commissioned as an Armor Officer. He earned a Master's degree in administration from Lehigh University and graduated from the Army War College. General Tilelli was awarded honorary doctoral degrees by Widener University and the University of Maryland. General Tilelli was selected to serve as one of our directors due to his extensive knowledge about our two largest clients - the Department of Defense and the Department of State, and extensive board and oversight experience, which allows him to bring additional perspective to our Board of Directors.

Michael Sanford currently serves as a Managing Director of Cerberus Capital Management, L.P.’s private equity group. Mr. Sanford joined Cerberus in 2006. Prior to joining Cerberus, Mr. Sanford was at The Blackstone Group in its Restructuring and Reorganization Advisory Group. He also serves as a member of the board of directors of YP Holdings LLC, Tier 1 Group LLC and DynCorp International FZ-LLC. He holds a Bachelor’s degree with highest distinction in finance and international business from the Schreyer Honors College at the Pennsylvania State University. Mr. Sanford was selected to serve as one of our directors because he has extensive experience in financing and private equity investments.

Kim Fennebresque currently serves as a member of the Board of Directors at BlueLinx Holdings Inc. and as a senior advisor to Cowen Group Inc. (“Cowen”), a financial services company. He previously served as Chairman and Chief Executive Officer of Cowen and its predecessor SG Cowen from 1999 to 2008. Mr. Fennebresque currently serves on the Board of Directors of Ally Financial Inc. and Albertson’s LLC. Mr. Fennebresque served as Chairman of Dahlman Rose & Co., LLC (“Dahlman”), a financial services company, from 2010 to 2012, and as Chief Executive Officer of Dahlman from July 2011 until August 2012. He has also served as head of the corporate finance and mergers & acquisitions departments at UBS and was a general partner and co-head of investment banking at Lazard Frères & Co. Mr. Fennebresque also held various positions at The First Boston Corporation (now Credit Suisse). He is a graduate of Trinity College and Vanderbilt Law School.

Lewis Von Thaer has been our Chief Executive Officer since July 2015. Mr. Von Thaer most recently served as President of the National Security Sector at Leidos Inc., responsible for leading the efforts in intelligence, surveillance, reconnaissance, cyber, logistics, and systems solutions. Prior to joining Leidos in 2013, Mr. Von Thaer was President of General Dynamics Advanced Information Systems and corporate vice president of General Dynamics Corporation. He also previously served as senior vice president of operations for General Dynamics Advanced Information Systems and was responsible for performance and acquisition integration throughout the enterprise. Until November 2003, Mr. Von Thaer served as General Dynamics Corporation's vice president and general manager of the company's Surveillance and Reconnaissance Systems strategic business unit. Mr. Von Thaer joined General Dynamics Corporation as vice president of engineering and chief technical officer when his previous employer, the Advanced Technology Systems division of Lucent Technologies, was acquired. He served as senior vice president for Advanced Technology Systems, responsible for all government programs, engineering, manufacturing, quality, contracting, and procurement. Mr. Von Thaer had worked at Lucent Technologies and its predecessor, AT&T Bell Laboratories, since 1983. Mr. Von Thaer holds a bachelor's degree in electrical engineering from Kansas State University and a master's degree in electrical engineering from Rutgers University. He serves as a member of the Defense Science Board, National Intelligence University Foundation, National Defense Industry Association and is a member of the Executive Leadership Team for the American Heart Association’s annual Heart Walk.

William T. Kansky has been our Senior Vice President and Chief Financial Officer since August 2010. Previously he was Vice President and Chief Financial Officer at ITT Defense and Information Solutions, which he joined in April 2006. He has worked in the finance organizations of Westinghouse Broadcasting Company and Group W Information Services. He holds a Bachelor's degree in finance from Central Connecticut State University.

Gregory S. Nixon is a Managing Director of COAC who has been seconded to us as our Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary where he oversees the legal, contracts and compliance affairs of the Company since he joined COAC in September 2014. From October 2013 to August 2014, Mr. Nixon served as Chief Legal Officer of CH2M Hill Companies, Ltd. Prior to CH2M Hill, Mr. Nixon served as our Senior Vice President, Corporate Secretary

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and General Counsel. Previously, Mr. Nixon worked for McKinsey & Company Inc., from August 2007 to September 2009. From September 2002 to August 2007, he was at Booz Allen Hamilton Incorporated as a Principal and Associate General Counsel. Mr. Nixon also practiced law at the international law firm of Howrey & Simon LLP in their Commercial Litigation Group and Intellectual Property Group. After serving as a commissioned officer in the U.S. Air Force, Mr. Nixon held senior government positions in the U.S. Government Accountability Office and served as special counsel in the intelligence community. He is a retired Lieutenant Colonel in the U.S. Air Force Judge Advocate General’s Corps Reserve. Mr. Nixon is a licensed patent attorney. Mr. Nixon has a Bachelor’s of Science in mechanical engineering from Tuskegee University and a Juris Doctor degree from Georgetown University Law Center.

George C. Krivo is a COAC employee who has been seconded to us as our Senior Vice President, DynGlobal since January 2016. Prior to his current role, Mr. Krivo was seconded to us as our Senior Vice President, Business Development since he joined COAC in September 2014. From December 2010 to May 2014, Mr. Krivo was employed by us and held numerous positions, including serving as our Senior Vice President of DynLogistics from March 2013 until May 2014, our Senior Vice President of Business Development from January 2011 to March 2013 and our Vice President, Land Systems in our Global Platform Support Solutions segment from December 2010 to January 2011. Previously, Mr. Krivo served as vice president and division manager for Science Applications International Corporation (SAIC) before joining us in August 2009.  From August 2005 to December 2008, Mr. Krivo was vice president and general manager of DRS Technologies’ Engineering & Logistics Enterprise and led business development for the land vehicle electro-optical/infrared business. From 1985 to 2005, Mr. Krivo served as an active duty commissioned officer in the U.S. Army. Mr. Krivo’s military experience includes serving as policy advisor to the chairman of the Joint Chiefs of Staff; strategy advisor to the Chief of Staff of the Army, senior military spokesperson for coalition forces in Iraq, operations officer for a Patriot missile brigade in Germany and commander of an armored and mechanized Task Force in Bosnia. Mr. Krivo holds a Master of Arts from the University of Oklahoma and a Bachelor of Arts from Cornell College.

Randall Bockenstedt has been our Senior Vice President, DynLogistics since September 2014. Mr. Bockenstedt joined the company in February 2010 and has served in several leadership roles, including leading the Operations and Maintenance Business Area Team. He also previously served as program director for the FIRST IDIQ, which includes programs at Fort Campbell, Kentucky, and Fort Bliss, Texas from April 2010 to September 2011. Mr. Bockenstedt has experience working on a number of global base operations and logistics programs which began with his service in the U.S. Army. He holds a Master’s degree in strategic studies from the Air War College as well as a Master’s degree in Public Administration from Shippensburg University of Pennsylvania.

Steven T. Schorer has been our President, Aviation Group Leader since May 2015. Mr. Schorer worked as an independent consultant from December 2013 until April 2015. Mr. Schorer served as our President from November 2010 to November 2013. Mr. Schorer joined the company in April 2009 as President of our operating company’s Global Platform Support Solutions segment. Mr. Schorer has more than 25 years of experience in the aerospace and defense industry, and a diverse background in general management, international business development, program management, and engineering. From 2003 to 2008, he was President of the C4I segment at DRS Technologies, Inc., a $1.5 billion operation with 22 sites and over 5,000 employees. Before that, Mr. Schorer served as president and general manager of the Ocean Systems Division of L-3 Communications. He has also worked for Allied Signal Aerospace, Lockheed Missiles and Space, Raytheon, and Hughes Aircraft. Mr. Schorer has a Bachelor of Science degree in electrical engineering from the University of Massachusetts. He completed executive management programs at the Anderson School of Executive Management, University of California, Los Angeles, and at the American Graduate School of International Management in Phoenix.

Chris Taylor has been our Senior Vice President, Strategy since January 2016. Prior to his current role, Mr. Taylor was our Managing Director for Advanced Programs since the time he joined the Company in July 2015. From February 2012 to July 2015, Mr. Taylor was the founder and Chief Executive Officer of the technology firm, Novitas Group. From May 2008 to February 2012, Mr. Taylor held positions as Senior Vice President, Global Strategy and Chief Executive Officer at Mission Essential Personnel, LLC. Before that, Mr. Taylor served for 14 years in the United States Marine Corps. Mr. Taylor holds a Bachelor of Arts, Accounting and Business Administration from St. Leo University and a Master's in Business Administration, Strategy and Leadership from the College of William & Mary as well as a Master's in Public Administration from the Harvard Kennedy School. He is an adjunct professor at Georgetown University's School of Foreign Service where he teaches the graduate seminar, "The Business of National Security". Mr. Taylor is a member of the Council on Foreign Relations and the Atlantic Council, and is a member of the Board of Trustees at the American University of Afghanistan.

Joseph M. Ford has been our Senior Vice President, Business Development since January 2016. Prior to his current role, Mr. Ford was our Group Vice President, Business Development since the time he joined the Company in August 2015. From August 2014 to August 2015, Mr. Ford was an independent consultant. From July 2011 to August 2014, Mr. Ford was Senior Vice President, Chief Operating Officer for Beechcraft Defense Company where he was responsible for leadership and execution of programs and operations. From June 2008 to February 2011, Mr. Ford was a Vice President at AAR Corp where he established

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the Legislative Affairs office and served as Presidential Airways General Manager and COO. Mr. Ford retired as a Colonel from the United States Air Force. He holds a Master's of Science from Troy University, a Master's from Marine Corps University and has completed the Executive Program for Strategy and Innovation from the Massachusetts Institute of Technology - Sloan School of Management.

Barbara D. Walker has been our Senior Vice President, Human Resources since January 2016. From September 2006 to current, Ms. Walker has held various executive level human resources positions within the Company including leading our DynAviation segment Human Resources and our Worldwide Recruiting and Staff Services function. She has been a part of the Company since 1979, having held progressively more senior level roles throughout this time each with increasing responsibility.

CORPORATE GOVERNANCE

Code of Ethics and Business Conduct

Every action or decision at the Company is based upon our values:  We Serve, We Care, We Empower, We Perform, We Do the Right Thing. Our Code of Ethics and Business Conduct (“Code”) establishes requirements and direction to translate these values into action, every day, and for everything we do. Employees, directors, officers, contractors, and agents are expected to operate in a manner consistent with these values and this Code. It is our commitment to conduct business honestly, ethically and in accordance with best practices and the applicable laws of the U.S. and other countries in which we operate.

We have a comprehensive and longstanding ethics and compliance program in support of our Code. It includes mandatory training on a wide range of topics, consistent communication, and a robust system to report concerns or potential violations. We are guided at all times by the highest standards of integrity, whether dealing with customers, co-workers, or others. By operating each day with this commitment in mind we can provide a solid return to our shareholders, develop meaningful work for our employees, and create something of value for our communities. The Code of Ethics and Business Conduct addresses, among other matters, the obligation of accounting and financial personnel to maintain accurate records of the Company's operations, comply with laws and report violations. Our Code of Ethics and Business Conduct is posted on our website, http://www.dyn-intl.com, under the heading “Investor Relations - Corporate Governance”.

Corporate Governance Guidelines and Information

We are committed to maintaining and practicing the highest standards of ethics and corporate governance. The Board has adopted Corporate Governance Guidelines that provide a flexible framework within which the Board and its committees oversee the governance of the Company. These guidelines are available on our website, http://www.dyn-intl.com, under the heading “Investor Relations - Corporate Governance”. The Board of Directors assesses the Corporate Governance Guidelines annually. The Corporate Governance Guidelines addresses, among other matters, the duties of the Board and its Committees, Board composition and criteria, procedures for annual evaluation of the Board and the Chief Executive Officer, executive succession planning and communications with other constituents.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established three standing committees: (1) Audit, (2) Business Ethics and Compliance and (3) Compensation. In addition, special committees may be established under the direction of the Board when necessary to address specific issues. As of December 31, 2015 the committees consisted of the following members of the Board:

Name	Audit	Business Ethics and Compliance	Compensation
James E. Geisler (1)	X	X	X
Chan Galbato			X
General Michael Hagee (USMC Ret.)	X	C	X
Brett Ingersoll	X		C
General John Tilelli (USA Ret.)	C	X	X
Michael Sanford	X
Kim Fennebresque	X

(1) Upon Mr. Geisler's departure as Interim Chief Executive Officer in June 2015, he retained his positions on the Audit, Business Ethics and Compliance and Compensation committees as well as his continued service on the Board. See "Director Compensation" under Item 11 below for further detail.

C - Committee Chairman

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X - Committee Member

STANDING COMMITTEES

Audit Committee

The Audit Committee oversees risks related to the Company's financial statements, the financial reporting process, certain compliance issues and accounting matters. The Audit Committee is also responsible for the oversight of (i) management's assessment of internal controls; (ii) our internal audit function; (iii) the Company's policies and practices with respect to enterprise risk management programs and processes; and (iv) audits of the Company's financial statements on behalf of the Board. Among other duties, it is directly responsible for the selection and oversight of our independent auditors. The functions of the Audit Committee are further described in the Audit Committee's charter. The Audit Committee met six times during the year ended December 31, 2015. The Audit Committee met on March 9, 2016 in relation to the year ended December 31, 2015. The Audit Committee’s charter is available on our website, http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance.”

Even though our stock is not publicly traded as of the Merger, in accordance with our Corporate Governance Guidelines, Members of the Audit Committee who are determined by the Board to be independent, if any, within the meaning of our Corporate Governance Guidelines must satisfy the requirements of the New York Stock Exchange (“NYSE”). The Board determined that General Tilelli, General Hagee and Mr. Fennebresque are independent Directors. Mr. Geisler, Mr. Ingersoll and Mr. Sanford are not considered as independent Directors because of their employment with Cerberus.

The Board does not prohibit its members from serving on boards or committees of other organizations, and has not adopted any specific guidelines limiting such activities. However, the service on boards or committees should be consistent with the Company's conflict of interest policies and the terms of the charters of the various committees of the Board.

The Board has determined that Messrs. Geisler, Ingersoll, Hagee, Sanford and Fennebresque are “audit committee financial experts” as defined by the United States Securities and Exchange Commission (“SEC”) rules. Mr. Geisler, General Hagee, Mr. Ingersoll and Mr. Fennebresque currently serve on the Audit committees of other public companies in addition to our Audit Committee, and the Board has determined that their simultaneous service does not impair their ability to serve effectively on the Company's Audit Committee.

Business Ethics and Compliance Committee

The Business Ethics and Compliance Committee is responsible for (i) overseeing and monitoring the Company's conformance with good business practices, public image and Government and industry standards, (ii) assisting the Board in its general oversight of the Company's compliance with the legal and regulatory requirements of the Company's business operations and (iii) overseeing the ethics and compliance program, including the compliance with the Company's Code of Ethics and Business Conduct.

The Business Ethics and Compliance Committee's charter is available on our website, http://www.dyn-intl.com, under the heading “Investor Relations - Corporate Governance.”

Compensation Committee

Our Compensation Committee is responsible for making recommendations to the Board concerning the compensation of the CEO and other executive officers, including the appropriateness of salary, incentive compensation, equity-based compensation plans and certain other benefit plans. Our Compensation Committee evaluates the performance of the CEO and other executive officers in setting their compensation levels and considers the Company's performance, as well as other factors deemed appropriate by our Compensation Committee. Our Compensation Committee occasionally engages independent consulting firms to review and evaluate various elements of the CEO's and other executive officers' total compensation, as discussed below under “Compensation Discussion and Analysis.” Our Compensation Committee met four times during the year ended December 31, 2015.

Our Compensation Committee’s charter is available on our website, http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance.”

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ITEM 11. EXECUTIVE COMPENSATION.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis ("CD&A") describes the policies and objectives underlying our compensation program for our Named Executive Officers (“NEOs”). Accordingly, this section addresses and analyzes each element of our NEOs' compensation program. Our NEOs were made up of our (1) current CEO, (2) former interim CEO, (3) current CFO, (4) three most highly compensated executive officers other than the CEO and CFO who were serving as executive officers as of December 31, 2015 and (5) one former executive officer serving during the year who was not serving as an executive officer as of December 31, 2015 but who would have been among the three most highly compensated executive officers other than the CEO and CFO if he were serving as an executive officer as of December 31, 2015. This section also presents a series of tables containing specific information about the compensation awarded to, earned by or paid to our NEOs. For the year ended December 31, 2015, our NEOs were:

• Lewis Von Thaer, Chief Executive Officer commencing as of July 13, 2015, who was a named executive officer by reason of his position with us;

• James E. Geisler, a COAC employee seconded to us as former Interim Chief Executive Officer, who served in such position until July 13, 2015 and who is named executive officer by reason of his former position with us;

• William T. Kansky, Senior Vice President and Chief Financial Officer as of December 31, 2015, who is a named executive officer by reason of his position with us;

• George C. Krivo, a COAC employee seconded to us as Senior Vice President, DynGlobal and former Senior Vice President, Business Development, who is a named executive officer by reason of his level of compensation as an executive officer;

• Gregory S. Nixon, a COAC employee seconded to us as Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary, who is a named executive officer by reason of his level of compensation as an executive officer;

• Steven T. Schorer, President, Aviation Group Leader, who is a named executive officer by reason of his level of compensation as an executive officer;

• James R. Myles, former Vice President, Aviation Group Leader, who served in such a position until May 2015 and who is a named executive officer by reason of his level of compensation as a former executive officer.

Executive Summary

The Compensation Committee believes that the success of the Company in achieving its strategic objectives will depend in large part on the ability to attract and retain exceptional executive talent and to align the interests of all executives with investor success. The Compensation Committee has established an approach to executive remuneration that it believes will help achieve this mission and reduce the risks surrounding executive performance.

To provide the necessary and appropriate support to achieve investor success, the Compensation Committee uses the following approach:

• providing cash compensation opportunities, including base salary and incentive compensation, to executive officers that, in the aggregate, reflect general industry practice; requiring that in order to earn targeted cash compensation levels, executive officers must meet financial objectives approved in advance by the Compensation Committee;

• providing equity and other long-term incentives that reward executives for successful value creation, on terms comparable to those of our investors; and

• allowing individual pay levels to vary considerably with individual executive responsibilities, capabilities and performance.

Executive Compensation Philosophy

Our Compensation Committee believes our compensation programs must assist us in attracting and retaining superior talent, and should motivate our NEOs to achieve our business objectives. Based on this philosophy, the compensation of our NEOs includes a combination of salary, annual incentive (i.e., cash bonuses), long-term incentives and equity compensation, and other employment benefits. Salary and other employment benefits are intended to provide a competitive foundation for attracting and retaining executives. The annual cash bonus is intended to incentivize and reward management for achieving financial milestones. The Company maintains an equity compensation plan and a long-term incentive plan for certain executives which together with cash compensation opportunities described below will provide competitive total remuneration when, and to the extent, investor

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objectives are realized. The Compensation Committee maintains such plans to better align compensation with investor objectives and to cause a portion of our NEOs' compensation to be contingent upon the long-term success of the Company.

Our Compensation Committee did not establish any specific percentile pay objectives during or for calendar year 2015. The Compensation Committee operates to ensure individual NEO compensation opportunities are commensurate with executive skills, leadership and performance and role impact. In addition, our Compensation Committee ensures that the aggregate cost of executive talent is generally within the range of competitive practice.

DynCorp Management LLC (“DynCorp Management”) maintains an Equity Incentive Plan to issue authorized classes of membership interests. DynCorp Management was formed in October 2013 between Cerberus Series Four Holdings LLC (“Cerberus Series Four”), Cerberus Partners II, L.P. (“CP II”), Defco Holdings, Inc. ("Holdings"), the non-member manager and certain members of management and outside directors (“Members” or future “Members”) of the Company, solely for acquiring, managing and disposing of shares of common stock of Holdings. All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. Awards of DynCorp Management Class B-1 Interests and Class B-2 Interests are made to certain members of management and outside directors of Holdings and its subsidiaries, including Delta Tucker Holdings, Inc. The grant and vesting of the awards is contingent upon the executive’s consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements.

The Company maintains a long-term cash incentive bonus for certain members of management and outside directors, where in the event of a change in control, subject to the various members of management continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the various members of management shall be eligible to receive a cash incentive bonus. As of December 31, 2015 there was no impact to the financial statements as no triggering event had occurred.

Our long term cash incentive bonus was extended to certain executives as they were deemed necessary to the ongoing performance of the Company's, and its subsidiaries, operations. As such the long term incentive bonus is intended to retain the services of the executive in the event of a change in control.

We are a party to employment agreements with Mr. Von Thaer, Mr. Kansky and Mr. Schorer which establishes a minimum salary, annual incentive compensation targets and also provides for termination payments under certain circumstances. Additionally, Mr. Von Thaer is provided a supplemental transition bonus which is intended to compensate him for the loss of unvested equity in his prior firm when he joined us as our Chief Executive Officer. We believe that securing the agreement of these key individuals provides a reasonable level of income security for the executive and covenant protections for the business. Mr. Geisler is party to an employment agreement with COAC and DI, given that his direct employer as of December 31, 2015 was COAC. The material terms of his employment agreement are discussed further below, under the headings “Employment Agreements” and “Other Potential Post-Employment Payments.” The Board of Directors retains discretion to provide employment agreements to and execute on the Company's behalf secondment agreements for our NEOs.

Executive Compensation Oversight

Our executive compensation program is administered by our Compensation Committee. As reflected in its charter, our Compensation Committee is charged with reviewing and approving executive salaries, incentive arrangements, and goals and objectives relevant to the performance of our NEOs. Furthermore, our Compensation Committee is also responsible for overseeing all other aspects of executive compensation including executive benefits and perquisites, post-employment benefits and employment agreements. In addition, no less than annually, our Compensation Committee appraises the performance of our NEOs in light of these goals and objectives and sets compensation levels based on this evaluation.

Secondments

For those NEOs that are secondees to the Company, no compensation is paid directly by the Company to the NEO. Rather, COAC pays the NEO directly as the employer and the Company pays COAC pursuant to the applicable secondment agreement for the services provided to the Company by the NEO. Mr. Geisler participates in the long-term incentive and equity compensation plans as part of his service as a director but does not participate in any incentive bonus or other employment benefits. Under Mr. Geisler's secondment agreement, there is no explicit severance, or similar termination compensation and provisions applicable. The Company is not involved with setting compensation or benefits paid by COAC to our seconded NEOs.

Use of Consultants

For the year ended December 31, 2015, the Compensation Committee retained Board Advisory, LLC as its compensation consultant to provide advice and resources regarding pay practices relevant to the Company as an employer, and to assist the Compensation Committee in the design of related executive compensation and employment programs. Board Advisory, LLC

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reports directly to the Compensation Committee, and the Compensation Committee has the sole power to terminate or replace and authorize payment of fees to Board Advisory, LLC.

The Compensation Committee directed Board Advisory, LLC in 2015 to provide data and perspective on pay issues on an ad hoc basis. During 2015, Board Advisory, LLC provided the Compensation Committee with information regarding CEO pay and CEO pay practices, as well as assistance in the design of executive compensation plans described above.

The Compensation Committee has determined that Board Advisory, LLC is independent based on its review of Board Advisory, LLC’s internal controls and its historic relationship with the advisor. In its determination the Committee considered a number of relevant factors including:

• that Board Advisory, LLC does not provide any services to the Company except advisory services to the Compensation Committee;

• that the amount of fees received from the Company by Board Advisory, LLC is not material as a percentage of Board Advisory, LLC’s total revenue;

• that Board Advisory, LLC has policies and procedures that are designed to prevent conflicts of interest;

• that Board Advisory, LLC and its employees who provide services to the Compensation Committee do not have any business or personal relationship with any member of the Compensation Committee or any executive officer of the Company; and

• that Board Advisory, LLC and its employees who provide services to the Compensation Committee do not own any stock of the Company.

Elements of our Executive Compensation Program

The primary elements of our executive compensation program, which covers our non-seconded NEOs as well as other officers and key executives of the company, for the year ended December 31, 2015 were:

• base salary;

• an annual incentive bonus, paid in cash;

• share based compensation plan;

• long-term incentive bonus plan;

• a tax-qualified savings plan with matching company contributions; and

• perquisites and other personal benefits.

In setting compensation amounts for each such NEO, our Compensation Committee considers, among other factors, the responsibilities, performance and experience of the executive, as well as comparative market pay data. In setting initial target compensation levels the Compensation Committee sets both a salary and a target annual incentive amount, expressed as a percent of base salary. Subsequent increases to base salary are set based on an evaluation of individual performance, as well as responsibilities and comparative market data. Changes to the annual cash incentive target are based on individual executive responsibilities, within the general parameters of competitive practice.

Given satisfactory performance evaluations and achievement of investor financial objectives, our goal is to manage NEO cash compensation (salary and annual cash bonus) within the range of competitive practice. The Long-term incentive plan and equity compensation plan implemented in 2013, for certain members of management and outside directors, in combination with cash compensation, is intended to provide competitive total remuneration when investor objectives are realized, subject to the executives' and directors' continued employment with the Company. The combination of compensation plan elements provides for superior pay opportunities that are externally competitive and align with the business objectives of the Company while ensuring investors' objectives are achieved.

Our seconded NEO costs are managed by the Compensation Committee which includes executive leadership of the COAC through Mr. Ingersoll's participation.

Further specifics with regard to each element of compensation are discussed in the sections below.

Base Salary

We pay our non-seconded NEOs a base salary as fixed compensation for their time, efforts and commitments throughout the year. Salary levels are typically reviewed annually as part of our performance review process as well as upon a promotion or

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other change in job responsibility. Our review cycle for base salary increases for calendar year 2015 occurred from January to March. Due to competitive pressures within our industry, we froze salary increases for calendar year 2014 and in some instances requested certain executives to take a voluntary, yet temporary, pay reduction to their base salary. In 2015, we restored these executives back to their previous salary levels.

In reviewing base salary, the Compensation Committee considers, among other performance standards, the NEO's contributions in assisting the Company in meeting its financial targets, improving operational efficiencies, creating and executing a clear strategy, leading and overseeing significant company driven projects, creating a winning culture of compliance and safety. Generalized competitive pay data in survey format is reviewed by our Compensation Committee as a reference point, but does not necessarily control the Compensation Committee's pay decisions.

Base salaries are included in total salary, as reflected in column (c) of the “Summary Compensation Table” below, and further described below in the “NEOs on an Individualized Basis” section. Base salaries are also described in the table below under Incentive Bonus Compensation.

Incentive Bonus Compensation

We have established the Management Incentive Plan ("MIP") to provide additional annual cash compensation to eligible participants for their contribution to the achievement of our objectives, to encourage and stimulate superior performance and to assist in attracting and retaining highly qualified executives.

Under the MIP, target bonus amounts for the year ended December 31, 2015 were based on a percentage of base salary, according to each non-seconded NEO's level and overall job responsibilities. This method of assigning each applicable NEO a MIP target bonus percentage is consistent with our compensation philosophy, as discussed within the “Executive Compensation Philosophy” section above. Actual incentive bonus compensation paid to each executive is reflected in column (f) of the “Summary Compensation Table” below, and further described below in the “NEOs on an Individualized Basis” section.

Specific target bonus percentages are set forth in the following table:

Covered NEO	Calendar Year	Annual Base Salary		Annual Target Bonus Percentage	Annual Target Bonus Amount
Mr. Von Thaer (1)	2015	$	800,000	100%	$	800,000
Mr. Geisler (2)	2015	$	—	—%	$	—
Mr. Kansky	2015	$	800,000	100%	$	800,000
Mr. Krivo (2)	2015	$	—	—%	$	—
Mr. Nixon (2)	2015	$	—	—%	$	—
Mr. Schorer	2015	$	675,000	100%	$	675,000
Mr. Myles	2015	$	325,000	100%	$	325,000

(1) Under the terms of his employment agreement, Mr. Von Thaer is eligible to receive no less than 100% of his annual target bonus for calendar year 2015.

(2) As seconded executives, Mr. Geisler, Mr. Krivo and Mr. Nixon do not participate in the MIP.

Bonuses are paid under the MIP based on the attainment of certain financial performance targets that were approved by our Compensation Committee, as set forth below. The MIP provides that the target bonus percentages and performance targets will be established annually during the first 90 days of the plan year. The corporate performance payout percentage for MIP payout was 95% of the target amount as of December 31, 2015.

For the year ended December 31, 2015, the financial performance metrics for our eligible NEOs, excluding Mr. Schorer, included adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”), orders and free cash flow. Each eligible NEO's bonus payout formula, excluding Mr. Schorer, is based on performance metrics tied to our consolidated performance. Adjusted EBITDA is calculated by adjusting EBITDA for the items described below. We use Adjusted EBITDA as it provides a meaningful measure of operational performance on a consolidated basis because it eliminates the effects of period to period changes in taxes, costs associated with capital investments and interest expense, and adjusts for certain items as defined in our Credit Facility and indenture, see Item 7 Non-GAAP measures for additional information. We established orders as a key measure, as it measures future revenue related to new businesses and growth to existing businesses and is consistent with our long-term strategic operational growth plan. We reward effective management of free cash flow as it is reflects how well we are managing the cash flows of our operating activities.

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Mr. Schorer participates in the MIP with an individual target payout of 100%. Under the terms of his employment agreement, as an alternate to the standard metrics for MIP, Mr. Schorer's MIP payout for calendar year 2015 could also be achieved based on certain metrics specific to DynAviation, including: (i) Orders; (ii) Revenue; (iii) Adjusted EBITDA; and (iv) DSO. Mr. Schorer is guaranteed $375,000 as a minimum MIP payout for calendar year 2015 if these metrics are not met.

Bonuses earned by our non-seconded NEOs under the MIP for performance for the year ended December 31, 2015, are reflected in column (f) of the “Summary Compensation Table” below. Our consolidated performance targets and actual results for the year ended December 31, 2015 were as follows:

Calendar Year Ended	Performance Metric	Performance Targets			Weighting of Performance Metrics	Actual Results
December 31, 2015	Adjusted EBITDA	$	90.0	million	60%	$	96.1	million
	Orders (1)	$	2,300.0	million	20%	$	1,753.0	million
	Free Cash Flow (2)	$	52.0	million	20%	$	15.4	million

(1) Orders utilized for performance metric purposes are calculated as the funded and unfunded net changes to contract values, including exercised and unexercised options as of December 31, 2015. Estimated future task orders under IDIQ contracts are not considered Orders until the task orders are awarded.

(2) Free cash flow utilized for performance metric purposes is calculated as cash flows from operating activities less purchased property and equipment and purchased software in calendar year 2015.

Calendar Year 2015 Incentive Bonus Compensation

Approved bonuses are set forth in the following table:

Covered NEO	Calendar Year	Approved Bonus Amount (1)
Mr. Von Thaer (2)	2015	900,000
Mr. Geisler (3)	2015	—
Mr. Kansky	2015	760,000
Mr. Krivo (3)	2015	—
Mr. Nixon (3)	2015	—
Mr. Schorer (2)	2015	641,300
Mr. Myles	2015	—

(1) This reflects the bonus amount approved by the Committee on March 13, 2016 for each NEO. As noted above, the approval percentage was 95% as of December 31, 2015.

(2) Mr. Von Thaer's and Mr. Schorer's minimum payout amounts for calendar year 2015 are determined by their employment agreements as noted below in the "NEO Compensation on an Individualized Basis" section; however, the approved payouts were increased at the discretion of the Compensation Committee for performance reasons.     

(3) As seconded executives, Mr. Geisler, Mr. Krivo and Mr. Nixon do not participate in the MIP.

Long-Term Incentive Compensation Plan

The Company maintains a long-term cash incentive bonus for certain executives, where in the event of a change in control, subject to the executives’ continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of the executed agreement, the executive shall be eligible to receive a cash incentive bonus as set forth in each respective individuals agreement.

Equity Incentive Plan

The Company maintains an Equity Incentive Plan to issue authorized classes of membership interests in DynCorp Management for the purpose of providing long-term equity compensation to certain members of management and outside directors. DynCorp Management granted Class B-1 Interests and Class B-2 Interests to certain executives employed by Holdings and its

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subsidiaries, including Delta Tucker Holdings, Inc. The vesting of the awards is contingent upon the NEO’s consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements.

The Class B-1 Interests are subject to (i) time-based vesting in separate tranches based on the participants’ hire date (with each tranche subject to a specific “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or termination of the executive without cause); and (iii) continued employment of the recipient by Holdings or its subsidiaries through the applicable Vesting Dates. Class B-1 Interests held by participants hired in 2013 shall vest in five equal 20% installments starting with the grant date, and then on July 15, 2014, July 15, 2015, July 15, 2016 and July 15, 2017. Class B-1 Interests participants hired in 2012 shall vest with respect to 30% of the Class B-1 Interests on the grant date, an additional 20% on July 15, 2014, 20% on July 15, 2015 and with respect to the remaining Class B-1 Interests on July 15, 2016. Class B-1 Interests participants hired in 2010 and 2011 shall vest with respect to 40% of the Class B-1 Interests as of the grant date, an additional 20% on July 15, 2014 and with respect to the remaining Class B-1 Interests on July 15, 2015. Time based vesting provides for ample retention incentives and economic Class B interests align investors and participants, such that participants are rewarded for successes in the business.     

Savings Plan

Each non-seconded NEO is eligible to participate in our tax-qualified 401(k) plan on the same basis as all other eligible employees. We provide a Company matching contribution under the 401(k) plan on a non-discriminatory basis. The matching contributions paid by us on behalf of our NEOs are reflected in column (g) of the "Summary Compensation Table" presented below. Details of the plan are discussed in Note 6 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan ("Savings Plan"). The elections under the savings plan must be completely separate and independent of each other. Under the saving plan, the deferral amount limitation is 100% of salary and 100% of bonuses and each participant shall be 100% vested in their accounts, at all times. The Company makes no contributions into the plan and currently the plan only includes contributions by the respective participants. The account balances are not indexed in any particular investments and do not realize earnings.

Perquisites and Other Personal Benefits

We maintain group medical and dental insurance, accidental death insurance and disability insurance programs for our employees, as well as customary vacation and other similar employee benefits. Non-seconded NEOs are eligible to participate in these programs on the same basis as our other U.S. based salaried employees.

Our Compensation Committee established an Executive Benefits Plan for designated executives including our non-seconded NEOs, under which they are reimbursed up to $15,000 per year on a pre-tax basis for annual physical examinations not covered by our group health plans, as well as personal income tax services and estate planning services. Payments under the Executive Benefits Plan are grossed up to compensate for income taxes on the payments. For the year ended December 31, 2015 payments in the aggregate tax adjusted amount of $15,301, were made to our NEOs under this plan and are reflected in column (g) of the Summary Compensation Table.

The cost we incurred in providing term life insurance benefits to each of our non-seconded NEOs is reflected in the "Cost of Insurance Policies" column of the “All Other Compensation" table below. This benefit is generally available to most U.S. based non-union employees.

All of our NEOs, except for Mr. Kansky, are provided with a special travel accident policy with a benefit payout amount of $3,000,000 and an annual premium of $16,952. Each NEO's respective taxable share of the premium for such insurance is reflected in the "Cost of Insurance Policies" column of the “All Other Compensation" table below.

Employment Agreements and Post-Employment Benefits

Our Compensation Committee believes it generally to be in our best interests to design compensation programs that: (i) assist us in attracting and retaining qualified executive officers; (ii) provide certainty about the consequences of terminating certain executive officers’ employment; and (iii) most importantly, protect us by obtaining post-termination covenants. Mr. Von Thaer, Mr. Kansky and Mr. Schorer are the only NEOs with employment agreements as of December 31, 2015. See further discussion in the Executive Compensation section below.

NEO Compensation on an Individualized Basis

The following paragraphs describe the manner in which our Compensation Committee determined the specified amount of each element of compensation for non-seconded NEOs on an individualized basis for the year ended December 31, 2015. Actual compensation under the MIP may differ from targeted compensation based on the achievement of Company annual financial

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performance targets or through discretionary action by our Compensation Committee. See the “Base Salary,” “Incentive Bonus Compensation” and the "Equity Incentive Plan" for general discussion on the compensation elements discussed below. Other compensation, including 401(k) matching, professional fees reimbursement and related benefits generally available to all domestic employees, are provided to the NEOs, but are not a significant portion of their compensation. Salary levels for each non-seconded NEO, including consideration of any adjustment in salary, were approved in March 2015 and reflect factors including the non-seconded NEOs performance during 2014.

Mr. Von Thaer's annual base salary was $800,000 as of December 31, 2015. Mr. Von Thaer's salary was established upon his employment as Chief Executive Officer in July 2015. Per the terms specified in his calendar year 2015 employment agreement, Mr. Von Thaer was guaranteed no less than the target bonus amount noted above for calendar year 2015. For calendar year 2016 and forward, Mr. Von Thaer is eligible through our annual MIP program to earn a target annual incentive bonus compensation equal to 100% of his salary, with the opportunity to earn an amount above his target bonus if performance target levels are met or exceeded, as noted under "Incentive Bonus Compensation" above. Upon Mr. Von Thaer's employment as CEO, he was provided a $500,000 sign-on bonus and is eligible to receive a supplemental transition bonus in the form of three additional payments in the amounts of $750,000 in July of 2016 and 2017, and $1,500,000 in July 2018, subject to his continuing employment. The supplemental transition bonus is intended to compensate Mr. Von Thaer for the loss of unvested equity in his prior firm when he joined us as our Chief Executive Officer. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Geisler's compensation is determined by the secondment agreement executed between himself, COAC and DI. Per his secondment agreement the Company is charged $1,630,055 annually for Mr. Geisler's services to DI. Mr. Geisler was compensated $102,500 for his service to the Board and committees. As a COAC employee, Mr. Geisler was not eligible to participate in our 2015 MIP program. Mr. Geisler is eligible to receive a long-term cash incentive bonus for his service as a Director of $160,000 as set forth in the long term incentive awards presented in December of 2013, in the event of a change in control, and subject to his continued employment with the Company through such a change in control. Mr. Geisler holds Class B-1 interests through the equity incentive plan. Interests were awarded to him in 2013 for his service as a Director to the Company. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Kansky's base salary increased from $760,000 to $800,000 for the year ended December 31, 2015 as his salary was voluntarily and temporarily reduced for calendar year 2014. Mr. Kansky was eligible, through our MIP program, to earn a target annual incentive bonus compensation equal to 100%, of his salary, with the opportunity to earn up to 200% of his base salary if certain performance levels, as noted under "Incentive Bonus Compensation" above, were achieved. Mr. Kansky is eligible to receive a long-term cash incentive bonus of $832,000 as set forth in the long term incentive awards presented in December of 2013 in the event of a change in control, subject to his continued employment with the Company through such a change in control. Additionally, Mr. Kansky earned consulting fees from Cerberus, related to an agreement for which the Company is not a party, of $1,000,000 in calendar year 2015. As of December 31, 2015, Mr. Kansky did not receive any long-term cash incentive bonus as no triggering event had occurred. Mr. Kansky holds Class B-2 interests through the equity incentive plan. Interests were awarded to him in 2013. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

As a seconded executive, COAC charged the Company approximately $758,803 for the services Mr. Krivo provided to DI during the calendar year 2015. As a seconded executive, Mr. Krivo does not participate in our MIP program. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

As a seconded executive, COAC charged the Company approximately $1,600,000 for services Mr. Nixon provided to DI during the calendar year 2015. As a seconded executive, Mr. Nixon does not participate in our MIP program. The Compensation Committee awarded Mr. Nixon a special discretionary bonus award for 2015 performance. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Schorer's annual base salary was $675,000 as of December 31, 2015. Mr. Schorer's salary was established upon his employment as President, DynAviation Group in May 2015. Per the terms specified in his calendar year 2015 employment agreement, Mr. Schorer was granted a $100,000 sign-on bonus and is guaranteed an incentive bonus of no less than $375,000 for calendar year 2015 with the ability to earn more as determined by the Compensation Committee or if performance targets for DynAviation were met, as outlined in his employment agreement. For calendar year 2016 and forward, Mr. Schorer is eligible through our MIP program to earn target annual incentive bonus compensation of 100% of his base salary if certain performance levels, as noted under "Incentive Bonus Compensation" above, are achieved. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Mr. Myles' base salary remained unchanged in 2015 from 2014 at $325,000. Upon Mr. Myles' departure in May 2015, he became entitled to receive $650,000 of post-employment benefits to be paid out over a two year period. He also received any accrued and unused vacation earnings for calendar year 2015 through his termination date in May 2015 in consideration of Mr. Myles' general release of claims, as well as executing a non-compete and non-solicitation agreement. Subsequent to his termination

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in May 2015, Mr. Myles signed a consulting agreement between himself and DI which provides Mr. Myles $10,000 per month in compensation in return for his consulting services for which he was paid $70,000 for his services in calendar year 2015. See "Summary Compensation" and "All Other Compensation" within the Executive Compensation section below for further discussion.

Tax Implications of Executive Compensation

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (“Section 162(m)”), limits the deduction for a publicly held corporation for otherwise deductible compensation to any “covered employee” to $1,000,000 per year. Since we are a private company and our equity is not publicly traded, Section 162(m) is not applicable to the Company.

RISK MANAGEMENT IMPLICATIONS OF EXECUTIVE COMPENSATION

In connection with its oversight of compensation related risks, our Compensation Committee and management annually evaluates whether our Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on our Company. Our compensation (base salary or management incentive plan bonus compensation) is driven by either the passage of time (based on salaries established through market studies) or by a narrow set of performance metrics: (i) Adjusted EBITDA; (ii) orders; and (iii) free cash flow for our non-seconded NEOs, except for Mr. Schorer whose performance metrics are tied to DynAviation's (i) orders; (ii) revenue; (iii) Adjusted EBITDA; and (iv) DSO. Compensation based on the passage of time does not create risk-taking incentives. Therefore, we have focused our consideration of risk and rewards on the compensation driven by the three performance metrics.

The structure of our incentive bonus program, which is based on multiple performance metrics, mitigates risks by avoiding employees placing undue emphasis on any particular performance metric at the expense of other aspects of our business. We believe our performance measures are well aligned with creating long-term value and do not create an incentive for excessive risk taking. With respect to seconded NEOs, the Company is closely involved in compensation decisions of COAC regarding such personnel, with the primary objective to avoid excessive risk taking. We believe that the flat rate of compensation paid to COAC for services its employees provided to us on a seconded basis eliminates any such excessive risk taking. Based on this evaluation, our Compensation Committee determined that our compensation programs do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee consists of Brett Ingersoll, General Michael Hagee (USMC Ret.), and General John Tilelli (USA Ret.) none of whom were at any time during the year ended December 31, 2015 or at any other time, an officer or employee of the Company or any of our subsidiaries. James Geisler joined the Compensation Committee after ending his role as Interim CEO. Mr. Ingersoll and Mr. Geisler are Cerberus employees.

Pursuant to the terms of the COAC Agreement, Cerberus makes personnel available to us for the purpose of providing reasonably requested business advisory services. Consulting fees incurred for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 totaled $8.1 million, $4.9 million and $4.6 million respectively. See Note 12 for additional information on the COAC Agreement.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Disclosure and Analysis be included in this Report.

The Compensation Committee consists of:

Brett Ingersoll, Chairman

James E. Geisler

General Michael Hagee (USMC Ret.)

General John Tilelli (USA Ret.)

Chan Galbato

EXECUTIVE COMPENSATION

Summary Compensation

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The following table sets forth information regarding compensation for the calendar year 2015, calendar year 2014, and calendar year 2013, awarded to, earned by or paid to our NEOs.

Name and Principal Position	Calendar/ Fiscal Year (1)	Salary ($)	Bonus ($)	Stock (Equity) Awards ($)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($) (3)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Lewis Von Thaer Chief Executive Officer	2015	338,545	500,000	—	900,000	44,481	1,783,026
James E. Geisler Former Chief Executive Officer	2015	—	—	—	—	1,741,867	1,741,867
	2014	—	—	—	—	436,034	436,034
William T. Kansky Senior Vice President, Chief Financial Officer	2015	800,000	—	—	760,000	1,045,600	2,605,600
	2014	760,000	—	—	—	1,073,904	1,833,904
	2013	800,000	—	90,204	472,000	1,042,211	2,404,415
George C. Krivo Senior Vice President, Business Development	2015	—	—	—	—	775,755	775,755
	2014	192,115	—	13,179	—	409,169	614,463
	2013	450,000	—	—	225,000	146,283	821,283
Gregory S. Nixon Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary	2015(4)	—	150,000	—	—	1,616,952	1,766,952
	2014	—	—	—	—	548,652	548,652
Steven T. Schorer President, Aviation Group Leader	2015	724,365	100,000	—	641,300	1,217,731	2,683,396
	2014 (5)	—	—	—	—	—	—
	2013	621,827	—	—	—	4,434,910	5,056,737
James R. Myles Former Vice President, Aviation Group Leader	2015	105,464	—	—	—	746,710	852,174

(1) Information is not presented for Mr. Von Thaer, Mr. Geisler, Mr. Nixon and Mr. Myles for the periods prior to the year of becoming NEOs.

(2) The amounts reported in column (f) represent cash bonuses that were earned for calendar year 2015, calendar year 2014 and in calendar year 2013 pursuant to our MIP, which is discussed above under the heading “Incentive Bonus Compensation.”

(3) The amount of each component of All Other Compensation reported in column (g) for each NEO is set forth in the “All Other Compensation” table below. Compensation paid by COAC for the services rendered by NEOs seconded to the Company by COAC is reflected in the All Other Compensation table.

(4) The Compensation Committee awarded Mr. Nixon a discretionary bonus payment for calendar year 2015 based on 2015 performance.

(5) Mr. Schorer was not an employee of the Company during 2014.

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All Other Compensation

The following table outlines perquisites and personal benefits provided to our NEOs in calendar year 2015, calendar year 2014, and calendar year 2013.

Name	Calendar/ Fiscal Year	Director Fees ($)	Cerberus, COAC or Other Consulting Agreements ($)	401(k) Matching Contributions ($)(1)	Severance ($)	Professional  Fees and Reimburse-ments ($)	Taxable Relocation ($)	Cost of Insurance Policies ($) (2)	Total Other Compensation ($)
Mr. Von Thaer	2015	—	—	1,846	—	19,347	—	23,288	44,481
Mr. Geisler(3)	2015	102,500	1,630,355	—	—	—	—	9,012	1,741,867
	2014	85,000	351,034	—	—	—	—	—	436,034
Mr. Kansky(4)	2015	—	1,000,000	7,692	—	—	—	37,908	1,045,600
	2014	—	1,000,000	769	—	33,923	—	39,212	1,073,904
	2013	—	1,000,000	12,750	—	75	—	29,386	1,042,211
Mr. Krivo	2015	—	758,803	—	—	—	—	16,952	775,755
	2014	—	353,697	8,204	—	29,792	—	17,476	409,169
	2013	—	—	10,212	—	10,408	90,000	35,663	146,283
Mr. Nixon	2015	—	1,600,000	—	—	—	—	16,952	1,616,952
	2014	—	548,652	—	—	—	—	—	548,652
Mr. Schorer	2015	—	—	10,600	—	6,234	1,156,427	44,470	1,217,731
	2014(5)	—	—	—	—	—	—	—	—
	2013	—	—	12,375	2,900,000	83,504	1,339,320	99,711	4,434,910
Mr. Myles	2015	—	70,000	8,079	650,000	10,368	—	8,263	746,710

(1) The Company provides a match for 401(k) in accordance with statutory limits and Company policy.

(2) Represents the cost of Company-paid term-life insurance policies for our NEOs and our NEOs' share of premiums for business travel accident policies paid to our NEOs. In 2015, the total value of medical insurance premiums paid for Mr. Von Thaer and Mr. Kansky was $6,820 and $21,408, respectively. The total value of medical premiums for Mr. Schorer and Mr. Myles was $14,255 and $0, respectively. The total value of short term disability insurance premiums paid for Mr. Von Thaer and Mr. Kansky was $3,616 and $6,080, respectively. The total value of short term disability insurance premiums paid for Mr. Schorer and Mr. Myles was $3,487 and $696, respectively. The total value of executive life insurance paid for Mr. Von Thaer and Mr. Kansky, was $3,111 and $4,823, respectively. The total value of executive life insurance paid for Mr. Schorer and Mr. Myles was $3,807 and $947, respectively.

(3) Included in this table are the fees earned by Mr. Geisler from his role on the Company's board of directors and board committees. See Director Compensation section below for further information regarding director fees.

(4) Mr. Kansky provides consulting services to Cerberus through an agreement executed in prior periods for which the Company is not a party. The Company has included the amount paid by Cerberus to Mr. Kansky as a component of Mr. Kansky's 2015 compensation and has revised prior year compensation amounts to reflect the compensation paid by Cerberus under this agreement during those periods.

(5) Mr. Schorer was not an employee of the Company during 2014.

Grants of Plan-Based Awards in Calendar Year 2015

The following table sets forth information regarding grants of plan-based awards issued to our NEOs for the year ended December 31, 2015.

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	Estimated future payouts under non-equity incentive plan awards (1)
Name	Threshold ($)	Target ($)	Maximum ($)
Mr. Von Thaer (2)	800,000	800,000	1,600,000
Mr. Geisler (3)	—	—	—
Mr. Kansky	400,000	800,000	1,600,000
Mr. Krivo (3)	—	—	—
Mr. Nixon (3)	—	—	—
Mr. Schorer (4)	375,000	675,000	1,350,000
Mr. Myles	162,500	325,000	325,000

(1)    Represents the applicable NEOs' eligibility to earn cash bonuses under our Management Incentive Plan.

(2) Under the terms of his employment agreement, Mr. Von Thaer is eligible to receive no less than 100% of his annual target bonus for calendar year 2015.

(3) As seconded employees, Mr. Geisler, Mr. Krivo and Mr. Nixon do not participate in the MIP.

(4) Under the terms of his employment agreement, Mr. Schorer is eligible to receive no less than $375,000 as his bonus for calendar year 2015.

Employment Agreements

As of December 31, 2015, we have existing employment agreements with Mr. Von Thaer, Mr. Kansky and Mr. Schorer.

Mr. Von Thaer's employment agreement is for a three year period, after which his agreement renews automatically in one year intervals. Mr. Kansky's employment agreement is for a two year period, after which his agreement renews automatically in one year intervals. Mr. Schorer's compensatory arrangement contains an indefinite term of employment and is not subject to any renewal interval.

The employment agreements establish initial minimum salaries and annual incentive compensation targets for each of the covered NEOs. Additionally, Mr. Von Thaer is provided a supplemental transition bonus which is intended to compensate him for the loss of unvested equity in his prior firm when he joined us as our Chief Executive Officer. See the “Incentive Bonus Compensation” section for the calendar year 2015 base salary and target bonus amounts.

Pursuant to the employment agreements of Messrs. Von Thaer and Kansky agreed that, during the term of the employment agreement and for a period of two years following the termination of the agreement, they will not employ or solicit for employment any current or former employees of our Company.

Furthermore, NEOs may not disclose any confidential information to any person or entity, unless required by law. In addition, under the terms of the employment agreements, we have agreed to indemnify the NEOs against any claims or liabilities relating to our NEOs' services to us, to the extent permitted by applicable law, and to pay for counsel for our NEOs' defense.

The NEOs' employment agreements provide for payments in connection with certain terminations of employment. A description of the payments and benefits each NEO receives upon termination of employment is provided below in “Other Potential Post-Employment Payments.”

Equity Incentive Plan

In connection with the Equity Incentive Plan adopted in December 2013, DynCorp Management has granted 7,103 Class B-1 Interests and 380 Class B-2 Interests to certain members of management and outside directors of Holdings and its subsidiaries, including Delta Tucker Holdings, Inc. as of December 31, 2015.

The Class B-1 Interests are subject to (i) time-based vesting in separate tranches based on the participants’ hire date (each such date a “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or termination of the executive without cause); and (iii) continued employment of the executive by Holdings or its subsidiaries through the applicable vesting dates.

As of December 31, 2015, Messrs. Geisler and Kansky were the only active NEOs participating in the Equity Incentive Plan. Mr. Krivo also holds some outstanding awards that were vested in prior years. See Outstanding Equity Awards section below and Note 9 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

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Outstanding Equity Awards at Fiscal Year End

The following table includes information regarding outstanding equity awards held by our named executive officers as of December 31, 2015:

	Stock Awards(1)
Name	Number of shares or units of stock that have not vested (#)	Market value of shares or units or stock that have not vested ($)(2)
Mr. Von Thaer	—	—
Mr. Geisler(3)	60	—
Mr. Kansky	—	—
Mr. Krivo	—	—
Mr. Nixon	—	—
Mr. Schorer	—	—
Mr. Myles	—	—

(1) Represents awards of Class B Interests issued to our named executive officers under the Equity Incentive Plan. These awards are intended to qualify as profits interests under Revenue Procedure 93-27. The awards are subject to vesting, as discussed above, and do not expire. Additional details regarding the awards are presented under the heading of Equity Incentive Plan, above.

(2) The value of the awards is based on future events and distributions which cannot be determined at this time.

(3)    The remaining unvested portion of the awards for Mr. Geisler vests in equal portions on July 15, 2016 and July 15, 2017.

Option Exercises and Stock Vested in Calendar Year 2015

The following table includes information regarding stock awards which vested during 2015. None of our NEOs exercised option awards during 2015.

	Stock Awards
Name	Number of shares acquired upon vesting (#)	Market value of shares realized upon vesting ($)(1)
Mr. Von Thaer	—	—
Mr. Geisler	30	—
Mr. Kansky	152	—
Mr. Krivo	—	—
Mr. Nixon	—	—
Mr. Schorer	—	—
Mr. Myles	105	—

(1)    The value of the awards is based on future events and distributions which cannot be determined at this time.

Pension Benefits and Nonqualified Deferred Compensation

The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan ("Savings Plan"). The elections under the Savings Plan must be completely separate and independent of each other. Under the Savings Plan, the deferral amount limitation is 100% of salary and 100% of bonuses and each participant shall be 100% vested in his or her account, at all times. The funds can be distributed the first day of the calendar month following the six-month anniversary of the participant’s separation from the Company. The participant can elect payout of the funds in a single sum or

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annual installments over 5 or 10 years; however, only one election can be made with respect to all of the deferrals in the respective account. If, for any reason, the participant fails to make a valid and timely election, the participant’s account shall be distributed as a single sum as of the participant’s benefit commencement date. Any change in election resulting in a delay or change in the form of payment shall not take effect until the one-year anniversary of the date the changed election is properly made.

As of the year ended December 31, 2015, there were no NEO participants in the Saving Plan.

Other Potential Post-Employment Payments

The following section describes the payments and benefits that would be provided to our NEOs in connection with any termination of employment, including resignation, involuntary termination, death, retirement, disability or a change in control to the extent occurring on December 31, 2015. The assumptions and methodologies that were used to calculate the amounts paid upon a termination of employment are set forth at the end of this section. Definitions are included below in the “Material Terms Defined.”

Payments Made Upon Certain Terminations

In the event that Mr. Von Thaer is terminated by the Company without Cause or if he departs the Company for Good Reason, we would provide:

• a payment of his base salary shall be paid in one lump sum after the 60^th day following the date of termination;

• the unpaid portion of any prior year bonus, if any, relating to the calendar year prior to the calendar year of his termination paid at the same time as other executives remaining at the company are paid their prior year bonus;

• an amount equal to payment of the executive bonus at target for the year of his termination shall be paid in one lump sum at the same time as other executives remaining at the company are paid their current year bonus but not later than 60 days following the completion of the company's audit financial statements for the year in which the executive is terminated;

• reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of twelve months following the termination date to the extent Mr. Von Thaer elects continuation of such coverage and is eligible to receive coverage; and

• reimbursement of any other unpaid accrued benefits paid in accordance with customary payroll policy of the company.

In the event that Mr. Kansky is terminated by the Company without Cause or if he departs the Company for Good Reason, we would provide:

• a payment of his base salary for a period of two years following the date of termination. One year of the base salary shall be paid in lump sum within 45 days following the date of termination. The remainder shall be paid in accordance with customary payroll services;

• an amount equal to Mr. Kansky's bonus at target for a period of two years. One year of the bonus shall be paid within forty five days following the date of termination, the second year shall be payable in lump sum on the anniversary date of termination; and

• reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of eighteen months following the termination date to the extent Mr. Kansky elects continuation of such coverage and is eligible to receive coverage.

In the event that Mr. Schorer is terminated by the Company for any reason other than cause he will be entitled to receive one year of severance equal to his salary at the time of his termination and 100% of his target bonus, consistent with the terms of his employment agreement. Payments will be made in accordance with the Company's normal payroll policy and shall begin the first pay period after the executive is terminated.

Mr. Myles left his position as Vice President, Aviation Group Leader in April 2015. In consideration of Mr. Myles' general release of claims, as well as executing a non-compete and non-solicitation agreement, he became entitled to receive $650,000 of post-employment benefits to be paid out over a two year period. Mr. Myles also received all accrued vacation benefits earned.

Payments Made Upon Death or Complete Disability

Mr. Von Thaer entered into an employment agreement as of June 19, 2015. The employment agreement of Mr. Von Thaer provides that, if his employment is terminated by reason of death or Disability, he will receive the following payments and benefits:

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• accrued employee benefits and bonus payment equal to the amount earned by Mr. Von Thaer based on the Company's performance targets being met in the prior completed fiscal year, payable when such bonus is paid to other executives, if not already paid.

Mr. Kansky entered into an employment agreement as of December 13, 2013. The employment agreement of Mr. Kansky provides that, if his employment is terminated by reason of death or Disability, he will receive the following payments and benefits:

• accrued employee benefits and payment equal to the pro-rated portion of the bonus that would have been payable to Mr. Kansky through the termination date; based on the Company's performance targets being met from the beginning of the fiscal year through the termination date, payable when such bonus is paid to other executives.

Mr. Schorer's employment agreement does not provide any specific benefits if his employment is terminated by reason of death or disability.

Payments Made Upon Involuntary Termination for Cause or Voluntary Termination without Good Cause

The NEOs are not entitled to any payments or benefits (other than accrued but unpaid compensation and benefits) in the event of an involuntary termination for Cause or voluntary termination without Good Reason.

Payment Made Upon a Change in Control

In the event of a change in control (without a qualifying termination as described above), subject to the executive's continued employment, Mr. Von Thaer is eligible to receive all unpaid payments of the supplemental transition bonus payable on July 6, 2016 through 2018 in the amounts of $750,000, $750,000 and $1,500,000, respectively. Messrs. Geisler and Kansky are entitled to receive $160,000 and $832,000, respectively, in lump sum cash as part of the long term incentive plan. Messrs. Geisler and Kansky are entitled to receive a payout for their vested Class B-1 and B-2 Interests subject to the terms defined in "Equity Incentive Plan" and "Outstanding Equity Awards" sections above.

In the event that Mr. Kansky is terminated by the Company without Cause or if he departs the Company for Good Reason within 90 days prior or within the three years following a change in control, we would provide:

• a prorated portion of the Bonus that would have been payable to Mr. Kansky through the termination date, based on performance through the termination date (when bonuses are otherwise paid to executives) and

• a lump sum payment equal to three times the sum of Base Salary plus Bonus (at Target), payable on the 60th day following termination and

• reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of eighteen months following the termination date to the extent Mr. Kansky elects continuation of such coverage and is eligible to receive coverage.

Mr. Kansky is also eligible to terminate for Good Reason, and receive the severance noted above, in connection with a Change in Control.

The employment agreement for Mr. Kansky denotes any payments or benefits provided to him constitutes "parachute payments," within the meaning of Section 280G of the Code ("Parachute Payments") and would be subject to the excise tax imposed by Section 4999 of the Code. The executive would be entitled to receive either full amounts of the parachute payments or the maximum amount that may be provided to the executive without resulting in any portion of such parachute payments being subject to excise tax, after taking into account federal, state and local taxes, which results in the receipt by Kansky, on an after tax basis, of the greatest portion of the Parachute Payments.

Any reduction of the parachute payments would result in:

• the cash incentive bonus or any other cash payment under any retention bonus agreement;

• cash severance payments related to the executive's base salary and annual bonus;

• any other cash amount payable and any benefit valued as a parachute payment; and

• acceleration of vesting of equity awards.

Any determination of the required payments shall be made in writing by the Company's independent public accountants, whose determination shall be conclusive and binding for all purposes on behalf of the Company and the executive.

Approximation of Other Potential Post-Employment Payments

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This section quantifies the potential payments and benefits that would have been paid to Messrs. Von Thaer, Kansky and Schorer upon a termination of their employment occurring on December 31, 2015. If they were terminated involuntarily without Cause or voluntarily terminated for Good Reason, they would receive cash severance payments equal to $1,600,000, $3,200,000 and $1,350,000, respectively.

In the event of death or Complete Disability, Mr. Von Thaer and Mr. Kansky would receive pro-rated bonuses based on performance through the termination date up to $800,000.

Material Terms Defined

"Cause" in Mr. Von Thaer's agreement means, (i) an indictment for, conviction or plea of guilty or nolo contendere to a felony; (ii) conduct in connection with Executive’s employment or otherwise with respect to the Company, its subsidiaries or its Affiliates that is fraudulent, unlawful or grossly negligent; (iii) willful misconduct in the course of executive’s employment or otherwise with respect to the Company, its subsidiaries or its Affiliates; (iv) any act of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company, its subsidiaries or its Affiliates; (v) any material breach, non-performance, or non-observance of any provision of this Agreement, or any other written agreement between the Executive and the Company; (vi) material insubordination or failure by Executive to follow the lawful instructions or directions from the Board or its designee; or (vii) failure to comply with an applicable material policy of the Company, its subsidiaries or Affiliates; provided, that with respect to clauses (v) - (vii), to the extent the Cause condition is curable, Executive shall have ten (10) to effect a satisfactory cure following written notice of the condition from the Company; provided, further, that with respect of clause (vii), only one written notice will be provided by the Company.

“Cause” in Mr. Kansky’s agreement means, as determined by a majority vote of the Board, (i) willful and continued failure by the Executive to substantially perform his duties with the Company; (ii) willful conduct by the Executive that causes material harm to the Company, its subsidiaries or affiliates, monetarily or otherwise; (iii) the Executive's felony conviction arising out of on or off-duty conduct occurring during his employment; (iv) willful malfeasance or willful misconduct by the Executive in connection with his duties and (v) material breach by the Executive of this Agreement and/or the Company's policies, which breach, if curable, is not cured within ten (10) days after written notice thereof by the Board.

"Good Reason" in Mr. Von Thaer's agreement means the occurrence of any of the following events, unless (1) such event occurs with the Executive’s express prior written consent, (2) the event is an isolated, immaterial or inadvertent action or failure to act which was not in bad faith and that is remedied by the Company, or (3) the event occurs in connection with termination of the Executive’s employment for Cause or Disability: (i) a material breach by the Company of any material provision of this Agreement; (ii) a reduction in Executive’s Base Salary or Target Bonus (not including any diminution related to a broader compensation reduction that is not limited to the Executive specifically and that is not more than 10% in the aggregate); (iii) the relocation of the office at which the Executive primarily renders Executive’s services hereunder to a location that is more than 50 miles from its then current location to the extent such relocation materially increases the Executive’s commute, (iv) an adverse change to the Executive’s Position; or (v) the assignment to the Executive by the Company of any duties that are materially inconsistent with the Executive’s Position; provided, however, that Good Reason shall not exist hereunder unless the Executive provides written notice to the Company of the existence of the event or occurrence giving rise to the alleged Good Reason condition within thirty (30) calendar days of its initial existence, and the Company is provided a period of at least thirty (30) calendar days from the receipt of written notice during which it may remedy the Good Reason condition.

"Good Reason" in Mr. Kansky's agreement means (i) a reduction in Executive's then current Base Salary or Bonus at Target, (ii) the Company's failure to comply with its material obligations under this Agreement, (iii) a relocation of Executive's principal place of employment to a location more than thirty-five (35) miles from Falls Church, Virginia without his consent or an adverse change in Executive's title, (iv) a substantial diminution of Executive's duties, authority or responsibilities with the Company; provided that neither the merger, sale or acquisition of business units, subsidiaries or assets, nor any similar corporate transaction, shall, by itself, constitute a diminution of duties, authority or responsibilities for purposes hereof, (v) a change in Executive's reporting relationship following which the Executive does not report to the Chairman of the Board or Chief Executive Officer or (vi) a Change in Control. Each of the foregoing events will cease to constitute Good Reason unless Executive gives the Company notice of Executive's intention to resign his position with the Company within sixty (60) days after Executive's knowledge of the occurrence of such event, and the Company shall have thirty (30) days from its receipt of such notice to cure any condition that constitutes Good Reason.

“Disability” is defined in the employment agreements as the determination by the Company, its subsidiaries or affiliates that, as a result of a permanent physical or mental injury or illness, the executive has been unable to perform the essential functions of his job with or without reasonable accommodation for (a) 90 consecutive days or (b) a period of 180 days in any 12-month period.

Material Conditions to Receipt of Post-Employment Payments

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The receipt of payments and benefits (other than accrued but unpaid compensation and vacation) to the executives upon a termination of employment is conditioned on the executive furnishing to the operating company an executed copy of a waiver and release of claims.

Methodologies and Assumptions Used for Calculating Other Potential Post-Employment Payments

For purposes of calculating post-employment payments, we assume all change-of-control awards (payments under our equity plan and under our LTIP awards) are paid independent of the hypothetical termination of employment on December 31, 2015. The value of accelerated vesting under our equity plan upon termination of employment by the Company without cause or by the individual for good reason, prior to a change of control, is based upon the value tendered by the Company to repurchase the rights subsequent to their separation from the Company. There is no obligation for the Company to repurchase equity in the future.

DIRECTOR COMPENSATION

General

The Company has historically used a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant amount of time that directors expend in fulfilling their duties as well as the skill-level required. The following information relates to the compensation of the directors for calendar year 2015.

In connection with the Equity Incentive Plan adopted in December 2013, by DynCorp Management LLC, certain of the Company's Directors were granted Class B-1 interests through the equity incentive plan during prior years. Mr. Geisler's shares vested 20% on the grant date with an additional 20% vesting on July 15, 2014 and July 15, 2015 while the remainder of the interests will vest in equal 20% increments on July 15, 2016 and July 15, 2017. Mr. Tilelli and Mr. Hagee shares vested 40% as of their grant date with an additional 20% vesting on July 15, 2014 and the remainder of the interests vesting on July 15, 2015. No additional Class B-1 interests were granted to the directors during 2015. See Note 9 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion.

Board Retainer and Fees

Messrs. Geisler, Hagee and Tilelli received an annual retainer of $75,000, payable quarterly in arrears, as Directors of the Company. Mr. Fennebresque received $56,250 for his service as a Director of the Company in 2015. Messrs. Galbato, Ingersoll and Sanford are not paid by the Company for their services as a director due to their affiliation with Cerberus.

Committee Fees

The Chairman of the Audit Committee received an annual fee of $15,000, payable quarterly in arrears. Committee members who are not an affiliate of Cerberus received an annual fee of $10,000, payable quarterly in arrears, except for Mr. Fennebresque who was paid $2,500 for the quarter he served on the Committee in calendar year 2015.

The Chairman of the Business Ethics and Compliance Committee received an annual fee of $15,000, payable quarterly in arrears. Committee members who are not an affiliate of Cerberus received an annual fee of $10,000, payable quarterly in arrears.

Two of the nonaffiliated members of our Compensation Committee received an annual fee of $10,000, payable quarterly in arrears. Mr. Geisler was compensated $7,500 in calendar year 2015 for his membership on the Committee as a nonaffiliated member after he left his role as Interim Chief Executive Officer.

Director Compensation in Calendar Year 2015

The following table sets forth certain information with respect to the compensation we paid to our directors during calendar year 2015. The fees paid to Mr. Geisler are reflected above in the Summary Compensation Table.

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DIRECTOR COMPENSATION TABLE

Name (a)(1)	Fees Earned or Paid in Cash ($) (b)	Stock (Equity) Awards ($) (2) (c)	All Other Compensation ($) (d)	Total ($) (e)
Chan Galbato (3)	—	—	—	—
General Michael Hagee (USMC Ret.)	110,000	—	—	110,000
Brett Ingersoll (3)	—	—	—	—
General John Tilelli (USA Ret.)	110,000	—	—	110,000
Michael Sanford (3)	—	—	—	—
Kim Fennebresque	58,750	—	—	58,750

(1) Mr. Geisler was a director during the year and also served as interim CEO. All of his compensation, including his director fees, are included in the Summary Compensation Table section above.

(2) No new awards were issued to any of our Directors in 2015. Mr. Geisler had 60 Class B interests outstanding as of December 31, 2015. See Outstanding Equity Awards section above for further information.

(3) Mr. Galbato is Chief Executive Officer of Cerberus Operations and Advisory Company, LLC ("COAC"), and Mr. Ingersoll and Mr. Sanford are principals of Cerberus Capital Management, L.P. (“Cerberus”) which owns 100% of the Company. As Cerberus executives, Mr. Galbato, Mr. Ingersoll and Mr. Sanford are not paid by the Company for their services as a director or member of the committees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. The following table sets forth information regarding the beneficial ownership of Holdings' common stock as of March 9, 2016 by (i) each person known to beneficially own more than 5% of the common stock of Holdings, (ii) each of our named executive officers, (iii) each member of our Board of Directors and (iv) all of our executive officers and members of our Board of Directors as a group. At March 9, 2016, there were approximately 100 shares of common stock of Holdings outstanding.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.

The persons named in the table below have sole voting and investment power with respect to all shares of common stock.

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Name and Address of Beneficial Owner	Class A Common Stock	Percent of Class
5% Beneficial Owners:
Cerberus Capital Management, L.P. (1)	100	100	%
Directors and Named Executive Officers:
James E. Geisler	—	—
Chan Galbato	—	—
General Michael Hagee (USMC Ret.)	—	—
Brett Ingersoll	—	—
General John Tilelli (USA Ret.)	—	—
Michael Sanford	—	—
Kim Fennebresque	—	—
Lewis Von Thaer	—	—
William T. Kansky	—	—
Gregory S. Nixon	—	—
George C. Krivo	—	—
Steven T. Schorer	—	—
All Directors and Executive Officers as a Group (16 persons)	—	—

(1) Funds and/or managed accounts that are affiliates of Cerberus own 100% of the common stock of the Company. Cerberus owns 90% of the stock of Holdings directly and owns the other 10% of Holdings stock indirectly through DynCorp Management LLC, which Cerberus controls through its ownership of all of its class A common interests. Stephen Feinberg as founder of Cerberus holds authority over voting and investment activities of such securities owned by affiliates of Cerberus. The address for Cerberus Capital Management, L.P. is 299 Park Avenue, New York, NY 10171.

ITEM 13. CERTAIN RELATIONSHIPS AND, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons

Since December 31, 2014, we have entered into certain transactions, summarized below, that exceeded $120,000 in amount and in which our related persons in general, our directors, executive officers and their immediate family members - had or would have a direct or indirect material interest.

Under the COAC Agreement between the Company and Cerberus, established at the time the Company was acquired by affiliates of Cerberus, we pay Cerberus consulting fees to provide us with reasonably requested business advisory services. We have four directors who are Cerberus employees: Messrs. Geisler, Galbato, Ingersoll and Sanford. During the year, we had three executives who are Cerberus employees, who are seconded to us: James E. Geisler, our Non-executive Chairman of the Board of Directors, Gregory S. Nixon, our Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary, and George C. Krivo, our Senior Vice President of Business Development. The Company paid a total of $8.1 million, $4.9 million and $4.6 million, in consulting fees under the COAC Agreement for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively and that are described in more detail under "Executive Compensation." For additional information on the COAC Agreement, see Note 12 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Certain members of executive management and board members of the Company and seconded COAC individuals have agreements and conduct business with Cerberus and its affiliates for which they receive compensation. We recognize such compensation as an expense in the consolidated financial statements.

Our Controls for Approving Transactions with Related Persons

Any material transaction involving our directors, nominees for director, executive officers and their immediate family members (“related persons”) and the Company or an affiliate of the Company is reviewed and approved by the Chief Executive Officer, following consultation with the Compliance and Risk Committee, who determines whether the transaction is in the best interest of the Company.

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Director Independence

Pursuant to our corporate governance guidelines, the rules of the NYSE provide that a director must have no material relationship, directly or as a partner, shareholder or officer of an organization that has a relationship with us, in order to be an “independent director.” The rules of the NYSE further require that all companies listing common equity securities must have a majority of independent directors and the members of the audit committee, compensation committee, and nominating/corporate governance committee must be independent, with certain exceptions. "Controlled Companies" is one of the exceptions in which more than 50% of the voting power of the company is held by another company. Cerberus owns more than 50% of the Company; as such, we are a “controlled company” under the NYSE rules. Therefore, under the NYSE rules, we are not subject to the requirements that a majority of the Board be composed of independent directors or that all the members of the Audit Committee, Compliance and Risk Committee and the Compensation Committee be independent. However, in accordance with our Corporate Governance Guidelines, Members of the Audit Committee who are determined by the Board to be independent, if any, within the meaning of our Corporate Governance Guidelines must satisfy the requirements of the NYSE.

The rules of the NYSE provide that a director serving on the audit committee must not have any material relationship, directly or as a partner, shareholder or officer of an organization that has a relationship with us in order to be an “independent director.” Based on written submissions by the directors, the Board has determined that the following directors do not have any material relationship with us other than their roles as directors and therefore are “independent” under the NYSE rules. Below is the listing of the independent Directors.

Independent Directors:

General John Tilelli (USA Ret.)

General Michael Hagee (USMC Ret.)

Kim Fennebresque

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table presents the fees billed by Deloitte & Touche LLP, our independent auditors, for calendar year 2015 and calendar year 2014 for audit, audit-related, tax and other services.

Deloitte & Touche LLP	Calendar Year 2015		Calendar Year 2014
Audit Fees (1)	$	2,087,500	$	1,465,000
Audit-Related Fees (2)	19,928		—
Tax Fees (3)	35,649		17,892
All Other Fees(4)	2,600		2,772

(1) Audit fees principally include fees for services related to the annual audit of the consolidated financial statements, reviews of our interim quarterly financial statements and other filings.

(2) Audit-related fees principally include those for statutory audits.

(3) Tax fees include domestic tax advisory services related to state and local taxes and international tax advisory services principally related to international tax return preparation and employment tax matters.

(4) All other fees consists of subscription fees billed for the Deloitte Accounting Research Tool in calendar year 2015 and 2014.

128

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(1) Financial Statements: The following consolidated financial statements and schedules of the Company are included in this report:

Delta Tucker Holdings, Inc.

• Report of Independent Registered Public Accounting Firm

• Consolidated Statements of Operations for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

• Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

• Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014.

• Consolidated Statements of Cash Flows for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

• Consolidated Statements of Equity (Deficit) for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

• Notes to the Consolidated Financial Statements of Delta Tucker Holdings, Inc.

(2) Financial Statement Schedules:

• Schedule I - Condensed Financial Information of Registrant.

• Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

(3) Exhibits: The exhibits, which are filed with this Annual Report on Form 10-K or which are incorporated herein are set forth in the Exhibit Index.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of April 11, 2010, by and among DynCorp International Inc., Delta Tucker Holdings, Inc. and Delta Tucker Sub, Inc. (incorporated by reference to Exhibit No. 2.1 to DynCorp International Inc.'s Current Report on Form 8-K filed with the SEC on April 12, 2010).
3.1	Certificate of Incorporation of Delta Tucker Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
3.2	By-laws of Delta Tucker Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
3.3	Certificate of Incorporation of DynCorp International, Inc. (incorporated by reference to Exhibit 3.1 to DynCorp International Inc.'s Current Report on Form 8-K filed with the SEC on July 8, 2010).
3.4	By-laws of DynCorp International, Inc., as amended on November 5, 2013 (incorporated by reference to Exhibit 3.26 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
3.5	Articles of Incorporation of Casals & Associates, Inc. (incorporated by reference to Exhibit 3.5 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010).
3.6	By-laws of Casals & Associates, Inc. (incorporated by reference to Exhibit 3.6 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
3.7	Certificate of Incorporation of DIV Capital Corporation (incorporated by reference to Exhibit 3.3 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.8	Bylaws of DIV Capital Corporation (incorporated by reference to Exhibit 3.4 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.9	Certificate of Formation of DTS Aviation Services LLC (incorporated by reference to Exhibit 3.11 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.10	Limited Liability Company Operating Agreement of DTS Aviation Services LLC (incorporated by reference to Exhibit 3.12 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.11*	Certificate of Formation of DynCorp International LLC.

129

3.12	Amended and Restated Operating Agreement of DynCorp International LLC (incorporated by reference to Exhibit 3.2 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.13	Articles of Organization of Dyn Marine Services of Virginia LLC (incorporated by reference to Exhibit 3.21 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.14	Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC (incorporated by reference to Exhibit 3.22 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.15	Certificate of Formation of DynCorp Aerospace Operations LLC (incorporated by reference to Exhibit 3.13 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.16	Limited Liability Company Agreement of DynCorp Aerospace Operations LLC (incorporated by reference to Exhibit 3.14 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.17	Articles of Organization of DynCorp International Services LLC (incorporated by reference to Exhibit 3.17 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
3.18	Limited Liability Company Agreement of DynCorp International Services LLC (incorporated by reference to Exhibit 3.18 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
3.19*	Articles of Organization of Heliworks LLC.
3.20*	Operating Agreement of Heliworks LLC.
3.21*	Articles of Organization of Phoenix Consulting Group, LLC.
3.22*	Limited Liability Company Agreement of Phoenix Consulting Group, LLC.
3.23	Certificate of Formation of Services International LLC (incorporated by reference to Exhibit 3.23 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.24	Limited Liability Company Agreement of Services International LLC (incorporated by reference to Exhibit 3.24 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.25*	Certificate of Formation of Worldwide Management and Consulting Services LLC, f/k/a Worldwide Humanitarian Services LLC.
3.26	Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC (incorporated by reference to Exhibit 3.26 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005).
3.27	Certificate of Formation of Worldwide Recruiting and Staffing Services LLC (incorporated by reference to Exhibit 3.28 to DynCorp International LLC's Annual Report on Form 10-K filed with the SEC on June 20, 2007).
3.28	Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and Staffing Services LLC (incorporated by reference to Exhibit 3.29 to DynCorp International LLC's Annual Report on Form 10-K filed with the SEC on June 20, 2007).
4.1	Indenture dated as of July 7, 2010, among DynCorp International Inc., the guarantors named therein and Wilmington Trust FSB, as trustee, relating to DynCorp International Inc.'s 10.375% Senior Notes due 2017 (incorporated by reference to Exhibit 4.1 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
4.2	Form of DynCorp International Inc.'s 10.375% Senior Notes due 2017 (included in the Indenture filed as Exhibit 4.1).
4.3*	Supplemental Indenture No. 1 dated as of August 17, 2012, among Heliworks LLC, DynCorp International Inc. and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB.
10.1	Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative and collateral agent, and the lenders and other agents party thereto (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
10.2	Security Agreement, dated as of July 7, 2010, among DynCorp International Inc., the other grantors party thereto, and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
10.3	Registration Rights Agreement, dated as of July 7, 2010, among DynCorp International Inc., the guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 10.3 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
10.4	Master Consulting and Advisory Services Agreement, dated as of July 7, 2010, between Cerberus Operations and Advisory Company, LLC and DynCorp International Inc. (incorporated by reference to Exhibit 10.4 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
10.5	Employment Agreement, effective as of December 22, 2010, between DynCorp International Inc. and Steven F. Gaffney (incorporated by reference to Exhibit 10.5 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).

130

10.6	Employment Agreement, effective as of August 1, 2010, between DynCorp International Inc. and William T. Kansky (incorporated by reference to Exhibit 10.6 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
10.7	Logistics Civil Augmentation Program contract (incorporated by reference to Exhibit 10.18 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011).
10.8	Amendment and Waiver, dated as of January 21, 2011, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., Delta Tucker Holdings, Inc., The subsidiary guarantors party thereto, The lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2011).
10.9	Amendment No. 2, dated as of August 10, 2011, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., Delta Tucker Holdings, Inc., the subsidiary guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on August 12, 2011.)
10.10	Amendment No. 3, dated as of June 19, 2013, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International, Holdings, the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.14 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2015).
10.11	Employment Agreement, effective as of December 13, 2013, between DynCorp International LLC. and William T. Kansky (incorporated by reference to Exhibit 10.15 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.12	Executed Employment Agreement, effective as of November 7, 2013, between DynCorp International LLC and Christopher Bernhardt (incorporated by reference to Exhibit 10.16 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.13	Employment Agreement, effective as of March 5, 2014, between DynCorp International LLC. and George Krivo (incorporated by reference to Exhibit 10.18 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.14	Award Agreement, dated as of December 28, 2013, by and between DynCorp Management LLC and William T. Kansky (incorporated by reference to Exhibit 10.19 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.15	Award Agreement, dated as of December 26, 2013, by and between DynCorp Management LLC and Christopher Bernhardt (incorporated by reference to Exhibit 10.20 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.16	Award Agreement, dated as of December 20, 2013, by and between DynCorp Management LLC and James E. Geisler (incorporated by reference to Exhibit 10.22 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.17	Award Agreement, dated as of January 7, 2014, by and between DynCorp Management LLC and Steven F. Gaffney (incorporated by reference to Exhibit 10.23 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.18	Award Agreement, dated as of January 1, 2014, by and between DynCorp Management LLC and John Tilelli (incorporated by reference to Exhibit 10.24 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.19	Award Agreement, dated as of December 26, 2013, by and between DynCorp Management LLC and Michael Hagee (incorporated by reference to Exhibit 10.25 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.20	Long Term Cash Incentive Bonus Agreement, dated as of December 17, 2013, by and between DynCorp International LLC and James E. Geisler (incorporated by reference to Exhibit 10.26 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.21	Long Term Cash Incentive Bonus Agreement, dated as of December 17, 2013, by and between DynCorp International LLC and Michael Hagee (incorporated by reference to Exhibit 10.27 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.22	Long Term Cash Incentive Bonus Agreement, dated as of December 17, 2013, by and between DynCorp International LLC and John Tilelli (incorporated by reference to Exhibit 10.28 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014).
10.23	Award Agreement, dated as of April 1, 2014, by and between DynCorp Management LLC and George C. Krivo (incorporated by reference to Exhibit 10.29 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014).
10.24	Employment Agreement, effective as of July 2, 2014, by and between DynCorp International LLC and S. Gordon Walsh (incorporated by reference to Exhibit 10.30 to Delta Tucker Holdings, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2014).
10.25	Amendment No. 4 and Waiver, dated as of November 5, 2014, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International, Holdings, the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014).

131

10.26	Secondment Agreement, effective August 8, 2014, by and among Cerberus Operations and Advisory Company, LLC, DynCorp International LLC, and James E. Geisler (incorporated by reference to Exhibit 10.30 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2015).
10.27	Employment Agreement, effective as of June 15, 2015, by and between DynCorp International LLC and Lewis Von Thaer (incorporated by reference to Exhibit 10.31 to Delta Tucker Holdings, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2015).
10.28*	Employment Agreement, effective as of May 1, 2015, between DynCorp International LLC and Steven Schorer.
21.1*	List of subsidiaries of Delta Tucker Holdings, Inc.
31.1*	Certification of the Chief Executive Officer of Delta Tucker Holdings, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer of Delta Tucker Holdings, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted 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
101.INS XBRL	Instance document
101.SCH XBRL	Taxonomy Extension Schema
101.CAL XBRL	Taxonomy Extension Calculation Linkbase
101.DEF XBRL	Taxonomy Extension Definition Linkbase
101.LAB XBRL	Taxonomy Extension Labels Linkbase
101.PRE XBRL	Taxonomy Extension Presentation Linkbase
*	Filed herewith.

132

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		DELTA TUCKER HOLDINGS, INC.
		/s/ Lewis Von Thaer
		Lewis Von Thaer
		Chief Executive Officer
Date:	March 30, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Lewis Von Thaer	Chief Executive Officer (Principal Executive Officer)	March 30, 2016
Lewis Von Thaer
/s/ William T. Kansky	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 30, 2016
William T. Kansky
/s/ James E. Geisler	Non-executive Chairman of the Board of Directors	March 30, 2016
James E. Geisler
/s/ Chan Galbato	Director	March 30, 2016
Chan Galbato
/s/ General Michael Hagee	Director	March 30, 2016
General Michael Hagee (USMC Ret.)
	Director	March 30, 2016
Brett Ingersoll
/s/ General John Tilelli	Director	March 30, 2016
General John Tilelli (USA Ret.)
/s/ Michael Sanford	Director	March 30, 2016
Michael Sanford
	Director	March 30, 2016
Kim Fennebresque

133

EX-3.11

CERTIFICATE OF FORMATION

OF

DynCorp International LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the liability company (hereinafter called the “limited liability company”) is DynCorp International LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road Suite 400, Wilmington, Delaware 19808.

Executed on December 27, 2000

/s/ K.M. Ball

K.M. Ball, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/27/2000

001652179 – 336709

CERTIFICATE OF AMENDMENT

OF

DYNCORP INTERNATIONAL LLC

1. The name of the limited liability company is DynCorp International LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of DynCorp International LLC this 30th day of June, 2003.

/s/ Hayward D. Fisk

Hayward D. Fisk, Manager

EX-3.19

ARTICLES OF ORGANIZATION OF

HELIWORKS LLC

The undersigned, acting at the direction of and on behalf of one or more persons desiring to be members of, and having agreed to form, Heliworks LLC, as a limited liability company pursuant to the Florida Limited Liability Company Act, does hereby acknowledge and certify to the following:

1. The name of the limited liability company is: Heliworks LLC (the "Company").

2. The address of the Company's registered office is 1200 South Pine Island Road, Plantation, Florida 33324, and the name of the registered agent at that address is CT Corporation System.

3. The principal office address of the Company is 2400 Airport Boulevard, Pensacola, Florida 32504.

4. The rights and authority of the member or members of the Company are governed by a separate written operating agreement, and no member of the Company, solely by virtue of being a member, shall have authority to bind the Company.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization as of July 9, 2012.

/s/ William T. Kansky

William T. Kansky                 

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in the Florida Limited Liability Company Act.

CT Corporation System, as registered agent             

/s/ Rhiannon Lawler

Name: Rhiannon Lawler

Title: Vice President and Assistant Secretary

va-369141

va-369141

EX-3.20

OPERATING AGREEMENT OF

HELIWORKS LLC

This Operating Agreement (this "Agreement") of Heliworks LLC (the "Company"), dated as of July 9, 2012, is entered into by DynCorp International LLC (the "Member").

The Member hereby forms a limited liability company organized pursuant to and in accordance with the Florida Limited Liability Company Act (Fla. Stat. § 608.401-608.705) as amended from time to time (the "Act"), and hereby agrees as follows:

ARTICLE I

FORMATION AND TERM

1.1 Name. The name of the limited liability company is HeIiworks LLC (the "Company").

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of Florida is c/o CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company will commence on the date that the Articles of Organization are filed in the office of the Florida Department of State (the "Department of State") and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

va-369142

ARTICLE II

POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section 608.422 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the "Manager"). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.

2.3 Certificates. The Manager and each officer of the Company is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates required or permitted by the Act to be filed in the office of the Department of State. William Kansky is hereby designated as an "authorized person" within the meaning of the Act to execute, deliver and file the Articles of Organization of the Company with the Department of State, and any such prior act by William Kansky is hereby ratified.

2 .4 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company's business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as "Officers" of the Company, with titles including but not limited to "chairman," "chief executive officer," "president,'' "vice president," "treasurer," "secretary," and "chief financial officer,'' as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager's discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Florida or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section

va-369142

2.4(1) of this Agreement shall not in and of itself vest in such person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Florida, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii)present to the Manager, at least annually, a review of the Company's performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the chairman of the Company (the "Chairman") shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager. .

(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company's assets, liabilities, receipts, disbursements, gains, losses, capital and the Units (as defined below). The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such repositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

va-369142

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary's absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Units. The Membership Interest (as defined below) owned by the Member shall be measured by the number of units (the "Units”) held by the Member. There shall be an aggregate of Five Hundred (500) Units allocated to the Member. The Company may, in its discretion, issue certificates to the Member representing the Units held by the Member.

3.2 Capital Contributions. The Member may, in its discretion, make contributions to the capital of the Company from time to time.

3.3 Allocations Generally. The Company's profit and loss shall be allocated to the Member.

3.4 Distributions. Except as provided in Article V, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager.

3.5 Capital Accounts. A capital account (a "Capital Account") shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member's initial capital contribution to the Company.

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ARTICLE IV

ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or Manager for services to the Company.

4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301. 7701-3 and shall not make art election to be classified as a corporation.

ARTICLE V

DISSOLUTION AND TERMINATION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 608.441 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3, during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3 .3. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property was sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.3.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of formation of the Company in effect as of the date thereof shall have been canceled in the manner required by the Act.

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ARTICLE VI

ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

ARTICLE VII

GOVERNING LAW

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Florida.

ARTICLE VIII

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand,

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action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

8.5 Covered Person. For purposes of this Article VIII, "Covered Person" shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX

MISCELLANEOUS

9. 1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9 .1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supersedes all prior agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only by a written document signed by the Member.

9 .4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. "Membership Interest" means, with respect to the Member, (i) the Member's entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a "security" within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Florida and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

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[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Operating Agreement of Heliworks LLC as of the date set forth above.

DYNCORP INTERNATIONAL LLC,

sole member of Heliworks LLC

/s/ William T. Kansky

Name: William T. Kansky

Title: Senior Vice President & Chief Financial Officer

Address:

DynCorp International LLC

3190 Fairview Park Drive, Suite 900

Falls Church, VA 22042

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EX-3.21

ARTICLES OF ORGANIZATION

Of

PHOENIX CONSULTING GROUP, LLC

(an Alabama Member-Managed Limited Liability Company)

These Articles of Organization are submitted in accordance with Code of Alabama § 10-12-13 to effect the conversion of Phoenix Consulting Group, Inc., an Alabama for-profit corporation, to Phoenix Consulting Group, LLC, an Alabama Limited liability company.

FIRST: The name of the Alabama limited liability company to be formed is

PHOENIX CONSULTING GROUP, LLC.

SECOND: The purposes for which the limited liability company is formed is to provide technical, management, training, and consulting support/services to private and governmental entities and such other activities not specifically prohibited by Alabama law.

THIRD: The location and mailing address of its initial registered office and the name of its initial registered agent at that address is given below:

Gary L. Rigney, Esq.          689 Discovery Drive, Suite 130

Huntsville, Alabama 35806

FOURTH: The names and mailing addresses of the initial Member and Organizer are as follows:

MEMBERADDRESS

DynCorp International, LLC    3190 Fairview Park Drive, Suite 700

a Delaware limited    Falls Church, Virginia 22042

liability company

ORGANIZERADDRESS

Gary L. Rigney, Esq.     689 Discovery Drive, Suite 130

Huntsville, Alabama 35806

FIFTH: The formation of Phoenix Consulting Group, LLC constitutes a conversion of Phoenix Consulting Group, Inc. to a limited liability company in accordance with Code of Alabama § 10-15-3. The Articles of Incorporation and the Articles of Dissolution of Phoenix Consulting Group, Inc. are filed with the Office of the Judge of Probate, Madison County, Alabama.

SIXTH: The conversion of Phoenix Consulting Group, Inc. to Phoenix Consulting Group, LLC was approved pursuant to Code of Alabama § 10-15-3(a)(1).

SEVENTH: In addition to any other provisions relating to the regulation of the internal affairs of a limited liability company which are permitted under Chapter 12 of the Alabama Limited Liability Company Act, the Member is expressly authorized to execute all documentation and undertake such action as required under Subpart 42, 12 of the Federal Acquisition Regulations to effect the recognition of Phoenix Consulting Group, LLC as the successor in interest of Phoenix Consulting Group, Inc.

Dated this 16^th day of October, 2009.

/s/ Gary L. Rigney

Gary L. Rigney, Esg.

Organizer

PREPARED BY:

Gary L. Rigney, Esq.

89 Discovery Drive, Suite 130

Huntsville, AL 35806

Phone:     (256) 971-0721

Fax:     (256) 971-9785

E-mail: grigney@grigney.com

EX-3.22

LIMITED LIABILITY COMPANY AGREEMENT

OF

PHOENIX CONSULTING GROUP, LLC

(Ala. Entity #439-494)

This Limited Liability Company Agreement (this "Agreement") of PHOENIX CONSULTING GROUP, LLC, made as of the _____ day of March, 2016, is entered into by DYNCORP INTERNATIONAL LLC (the "Member").

The Member formed a limited liability company pursuant to and in accordance with the Alabama Limited Liability Company Law of 2014 (Title lOA, Chapter SA, Code of Alabama (1975)), as amended from time to time (the "Act") on October 16, 2009, and hereby agrees as follows:

RECITALS

WHEREAS, Phoenix Consulting Group, Inc. (the "Corporation") was formed as an

Alabama corporation on October 15, 1991;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to an Alabama limited liability company, the plan of entity conversion and the adoption of this Agreement, and recommending the adoption of such conversion and this Agreement to the sole stockholder of the Corporation, pursuant to Alabama Business Entities Conversion and Merger Act, Code of Alabama §10-15-2, et seq. ("ABECMA"):

WHEREAS, by written consent, the sole stockholder of the Corporation adopted and approved the conversion of the Corporation to a limited liability company, the plan of entity conversion and the adoption of this Agreement, pursuant to Section 10-15-3 of the ABECMA;

WHEREAS, on October 16, 2009, the Corporation was converted to a limited liability company pursuant to Section 10-15-3 of the ABECMA by causing the filing with the Office of the Judge of Probate, Madison County, State of Alabama of the Articles of Organization of Phoenix Consulting Group, LLC (the "Articles of Entity Conversion");

WHEREAS, pursuant to this Agreement and the Articles of Entity Conversion, the sole stockholder of the Corporation, the Member, is admitted as a member of the Company owning all of the limited liability company interests in the Company; and

WHEREAS, the Member desires to agree in writing with the Company to the following limited liability company agreement.

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ARTICLE I FORMATION AND TERM

1.1 Name. The name of the limited liability company that IS the subject of this

Agreement is Phoenix Consulting Group, LLC (the "Company").

1.2 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is to provide technical, management, training, and consulting support/services to private and governmental entities, and engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

1.3 Registered Office. The address of the registered office of the Company in the State of Alabama is CT Corporation System, 2 NortbJackson Street, Suite 605, Montgomery, AL 36104. At any time, the Manager (as defined below) may designate another registered office.

1.4 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Alabama is CT Corporation System, 2 North Jackson Street, Suite 605, Montgomery, AL 36104. At any time, the Manager may designate another registered agent.

1.5 Term. The term of the Company commenced on the date that the original Articles of Organization were filed in the Office of the Judge of Probate, Madison County, Alabama and shall continue until the Company is dissolved in accordance with the provisions of this Agreement and the Act.

1.6 Qualification in Other Jurisdictions. The Manager shall cause the Company to be qualified, formed or registered if necessary under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Manager or any officer of the Company, as authorized person, within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II POWERS AND MANAGER

2.1 The Company. The Company and the Manager, on behalf of the Company, shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein.

2.2 The Manager. In accordance with Section lOA-5A-4.07 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the "Manager"). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority (i) to execute

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all documentation and undertake such action as required under the Federal Acquisition Regulations to operate the Company, including to effect the recognition of Phoenix Consulting Group, LLC as the successor in interest of Phoenix Consulting Group, Inc., and (ii) to bind the Company and otherwise to act for and on behalf of the Company.

2.3 Officers.

(1) Designation and Appointment. The Manager may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company's business (subject to the supervision and control of the Manager), including employees, agents and other persons who may be designated as "Officers" of the Company, with titles including but not limited to "chairman," "chief executive officer," "president," vice president," "treasurer," "secretary," and "chief financial officer," as and to the extent authorized by the Manager. Any number of offices may be held by the same person. In the Manager's discretion, the Manager may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Alabama or members of the Company. Any Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager.

(2) Resignation and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance by the Manager of a resignation of any Officer shall not be necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Manager. Designation of any person as an Officer by the Manager pursuant to the provisions of Section 2.3(1) shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

(3) Duties of Officers Generally. The Officers, in the performance of their duties as such, shall (i) owe to the Company and the Member duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Alabama, (ii) keep the Manager reasonably apprised of material developments in the business of the Company, and (iii) present to the Manager, at least annually, a review of the Company's performance, an operating budget for the Company, and a capital budget for the Company.

(4) Chairman. Subject to the powers of the Manager, the Chairman of the Company shall have the powers, perform such tasks and have such responsibilities as are possessed, performed and held by persons employed in the same capacity in companies similar to the Company, and have such additional powers and perform such other duties as may be prescribed by the Manager.

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(5) Chief Executive Officer. Subject to the powers of the Manager, the chief executive officer of the Company shall be in general and active charge of the entire business and affairs of the Company, and shall be its chief policy making Officer, and have such additional powers and perform such other duties as may be prescribed by the Chairman of the Company or the Manager.

(6) President. The president of the Company shall, subject to the powers of the Manager and the chief executive officer of the Company, have general and active management of the business of the Company, and shall see that all orders and resolutions of the Manager are effectuated. The president of the Company shall have such other powers and perform such other duties as may be prescribed by the chief executive officer of the Company or by the Manager.

(7) Chief Financial Officer. The chief financial officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the Company's assets, liabilities, receipts, disbursements, gains, losses, capital and the Units. The chief financial officer of the Company shall have custody of the funds and securities of the Company, keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer of the Company shall have such other powers and perform such other duties as may from time to time be prescribed by the chief executive officer of the Company or the Manager.

(8) Vice President(s). The vice president(s) of the Company shall perform such duties and have such other powers as the chief executive officer of the Company or the Manager may from time to time prescribe. A vice president may be designated as an Executive Vice President, a Senior Vice President, an Assistant Vice President, or a vice president with a functional title.

(9) Secretary.

(i) The secretary of the Company shall attend all meetings of the Manager and the Member, record all the proceedings of the meetings and perform similar duties for the committees of the Manager when required.

(ii) The secretary of the Company shall keep all documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the chief executive officer of the Company or the Manager. The secretary of the Company shall have the general duties, powers and responsibilities of a secretary of a Corporation.

(iii) If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of seniority, shall in the Company secretary's absence, disability or inability to act, perform the duties and exercise the powers of the secretary of the Company, and shall perform such other duties as the chief executive officer of the Company or the Manager may from time to time prescribe.

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(10) Treasurer. The treasurer of the Company shall receive, keep, and disburse all moneys belonging to or coming to the Company. The treasurer of the Company shall prepare, or cause to be prepared, detailed reports and records of all expenses, losses, gains, assets, and liabilities of the Company as directed by the chief financial officer of the Company and shall perform such other duties in connection with the administration of the financial affairs of the Company as may from time to time be prescribed by the chief financial officer or the chief executive officer of the Company or by the Manager.

ARTICLE III

UNITS, CAPITAL CONTRIBUTIONS;

CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES

3.1 Units. The Membership Interest owned by the Member shall be measured by the number of units (the "Units") held by the Member. There shall be an aggregate of 100 Units allocated to the Member. The Company may in its discretion issue certificates to the Member representing the Units held by the Member.

3.2 Capital Contributions. The Member shall have deemed to have contributed to the Company an amount equal to the fair market value of the assets of the Corporation less the fair market value of the liabilities of the Corporation. The Member shall not make any other initial contribution to the capital of the Company. The Member may make additional contributions to the capital of the Company from time to time in its discretion.

Member.

3.3 Allocations Generally. The Company's profit and loss shall be allocated to the

3.4 Distributions. Except as provided in Article V, distribution shall be made to the

Member at the times and in the aggregate amounts determined by the Manager.

3.5 Capital Accounts. A capital account (a "Capital Account") shall be maintained for the Member in accordance with the capital accounting rules of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The Member shall have an initial Capital Account balance equal to the Member's initial capital contribution to the Company.

ARTICLE IV ADMINISTRATIVE PROVISIONS

4.1 Accounting Method. The accounting for purposes of the Company shall be in accordance with accounting principles determined by the Manager.

4.2 No Salaries to Member or Manager. No salary shall be paid to the Member or

Manager for services to the Company.

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4.3 Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation

§301.7701-3 and shall not make an election to be classified as a corporation.

ARTICLEV

DISSOLUTION AND TERM INA TION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of all Members or (ii) the entry of a decree of judicial dissolution under Section lOA-5A-7.01 of the Act or (iii) automatic cancellation of its Certificate of Organization under the Act. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

(1) to the satisfaction (whether by payment or the making of reasonable provision for payment) of debts of the Company other than to the Member;

(2) to payment of amounts owed to the Member for amounts borrowed from and not repaid to the Member; and

(3) to the Member.

5.2 Gains or Losses in Winding-Up. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Member in the manner set forth in Section 3.3. Any property distributed in kind in the liquidation of the Company shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Member in the manner set forth in Section 3.3.

5.3 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Article V, and the certificate of cancellation of the Company is filed as required by the Act.

ARTICLE VI ADMISSION OF A MEMBER

6.1 Admission of a Member. The Member has been admitted as a member of the Company pursuant to this Agreement. No person may be admitted as a Member of the Company unless the Member consents.

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ARTICLE VII

GOVERNING LAW

Alabama.

7.1 Governing Law. This Agreement shall be governed by the laws of the State of

ARTICLE VI

LIABILITY, EXCULPATION AND INDEMNIFICATION

8.1 Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

8.2 Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

8.3 Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 8.3 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.

8.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 8.3.

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8.5 Covered Person. For purposes of this Article VIII, "Covered Person" shall mean the Manager, a Member, any affiliate of the Manager or a Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of the Manager or a Member, or their respective affiliates, or any employee or agent of the Company or its affiliates.

ARTICLE IX MISCELLANEOUS

9.1 Notices. All notices or other communications given or made under this Agreement shall be in writing. Notices or other communications shall be mailed by regular mail, postage prepaid, to the Member at the address listed on the signature page, or at such other address as he or she may specify to the Company in a written notice pursuant to this Section 9.1.

9.2 Entire Agreement. This document constitutes the entire Agreement and understanding by the Member with respect to the Company and supersedes all p110r agreements and undertakings, if any, with respect hereto.

9.3 Amendment. This Agreement may be amended only upon the written document signed by all the Members.

9.4 Captions. The titles and captions contained herein are for convenience only and shall not be deemed part of this Agreement.

9.5 Numbers and Gender. Where the context so indicates, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, and person shall include corporation, firm or any other entity. Without limiting the forgoing, if at any time there shall be only one Manager acting hereunder, references to the Managers shall be deemed to be references to the sole Manager then acting.

9.6 Definition. "Membership Interest" means, with respect to the Member, (i) the Member's entire interest in the Company, and the property, assets, business and capital thereof, and (ii) the share of the profits, losses and distributions of the Company allocable to the Member under the provisions of the Agreement.

9.7 Other. Each limited liability company interest in the Company shall constitute a

"security" within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section

8-102(a)(15) thereof) as in effect from time to time in the State of New York and the State of Alabama and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

* * *

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement of Phoenix Consulting Group, LLC as of the date first written above.

SOLE MEMBER:

DYNCORP INTERNATIONAL LLC

By:

Name: William T. Kansky

Title: Senior Vice President and Chief

Financial Officer

Address:

1700 Old Meadow Road

McLean, Virginia 22102

COMPANY:

PHOENIX CONSULTING GROUP, LLC

BY: DYNCORP INTERNATIONAL LLC, AS ITS MANAGER

DYNCORP INTERNATIONAL LLC

By:

Name: William T. Kansky

Title: Senior Vice President and Chief

Financial Officer

Address:

1700 Old Meadow Road

McLean, Virginia 22102

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EX-3.25

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is Worldwide Humanitarian Services LLC.

• Second: The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808.

The name of its Registered agent at such address is Corporation Service Company.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is .”

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of Worldwide Humanitarian Services LLC this 8^th day of May, 2001.

By: /s/ H.M. Hougen

Name: H.M. Hougen

CERTIFICATE OF AMENDMENT

OF

WORLDWIDE HUMANITARIAN SERVICES LLC

1. The name of the limited liability company is Worldwide Humanitarian Services LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent as such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Worldwide Humanitarian Services LLC this 30^th day of June, 2003.

/s/ Hayward D Fisk

Hayward D. Fisk, Manager

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Worldwide Humanitarian Services LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the LLC is changed to:

Worldwide Management and Consulting Services LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 3^rd day of June, A.D. 2014.

By: /s/ Elvira M. French

Name: Elvira M. French

EX-4.3

SUPPLEMENTAL INDENTURE NO. 1

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 17, 2012, among Heliworks, LLC, a Florida limited liability company (the “New Guarantor”), a subsidiary of DynCorp International Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of July 7, 2010, providing for the issuance of the Company’s 10.375% Senior Notes due 2017 (the “Securities”), initially in the aggregate principal amount of $455,000,000;

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1.    Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.    Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental

1

Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

4.    Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.

5.    Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.    Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8.    Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

HELIWORKS LLC,

By: DynCorp International, Inc., as Sole Manager,

By: _/s/ William T. Kansky___________
Name: William T. Kansky

Title: Senior Vice President and Chief Financial Officer

[Signature Page to Supplemental Indenture No. 1]

3

DYNCORP INTERNATIONAL INC.

By:     /s/ William T. Kansky        Name: William T. Kansky        Title: Senior Vice President and Chief

Financial Officer

[Signature Page to Supplemental Indenture No. 1]

4

WILMINGTON TRUST, NATIONAL ASSOCIATION (successor by merger to Wilmington Trust FSB), as Trustee

By:     /s/ Joseph P. O’Donnell        Name: Joseph P. O’Donnell        Title: Vice President    

[Signature Page to Supplemental Indenture No. 1]

5

EX-10.28

May 1, 2015

By Hand Delivery

Steven Schorer

Dear Steve:

We are pleased to offer you employment with DynCorp International LLC ("DI" or the "Company") as President, Aviation Group Leader. You will report directly to the Chief Executive Officer of the Company, James Geisler. Upon relocation, your work location will be the Company's offices in McLean, Virginia, with travel to other locations as necessary. Your start date will be May 1, 2015.

Salary. You will be classified as an at-will, exempt employee. Your salary will be payable in bi-weekly increments of Twenty-Five Thousand Nine Hundred Sixty-One Dollars and Fifty-Four Cents ($25,961.54), less applicable taxes, deductions, and withholdings, for an annualized base salary of Six Hundred Seventy-Five Thousand Dollars ($675,000.00).

Signing Bonus. You will be provided a one-time, lump sum signing bonus of One Hundred Thousand Dollars ($100,000.00), less applicable taxes, deductions, and withholdings. Payment of this bonus is conditioned upon you signing a separate repayment agreement requiring repayment of the bonus in full if you resign within the first six months of your employment.

Executive Benefits. Per Company policy, you will be provided with a not-to-exceed fifteen thousand dollar ($15,000.00) annual allowance for financial planning, tax preparation, and/or an annual physical. Payment of this allowance is conditioned upon you retaining all receipts and related proof of these expenses and providing them to DI as required by DI's plan documents.

Management Incentive Plan. As President, Aviation Group Leader, you will participate in the Company's Management Incentive Plan (MIP). Your individual target will be one hundred percent (100%) of your full yearly salary as of October 1, 2015, less applicable taxes, deductions, and withholdings, based upon the metrics below. MIP payments are typically paid in March following the fiscal year.

For fiscal year 2015 (“FY2015") only, which began January 1, 2015 and ends December

31, 2015, your individual MIP target will be considered met if the Aviation Group has achieved all of the following by the end of FY2015: Orders of $1,005.3M; Revenues of $1,246.6M; Adjusted EBITDA of $58.9M; and an average Days Sales Outstanding (DSO) number of 69 days. However, you will be guaranteed to receive a minimum MIP payout of $375,000.00 for FY2015, assuming you are still employed with DI as President, Aviation Group Leader at the end of FY2015.

For fiscal year 2016 and beyond, your MIP payments will be calculated based on established Aviation Group metrics and the Company MIP in effect for that fiscal year.

1

Equity. You will be eligible for equity interest in the Company, subject to approval by the Company's Board of Directors in its sole discretion.

Severance.If the Company terminates your employment at any time for reasons other than for cause, you will be entitled to severance equal to one year's base salary and 100% of your target bonus, subject to your execution of an unconditional and full release of claims against the Company, to include a cooperation provision. These payments will be made in accordance with the Company's regular bi-weekly payroll schedule, beginning the first pay period after the release is executed and any revocation period expires without revocation and continuing in equal bi-weekly payments over a period of one year. DI will have the right to discontinue these payments and seek repayment of any sums paid should you breach any of your continuing obligations to the Company, including but not limited to your obligations to maintain the confidentiality of Company proprietary or confidential information, to adhere to the non-competition provision set forth below, and to cooperate with any Company inquiry, investigation, or litigation.

All payments provided for under this Agreement are intended to be exempt from section 409A of the Internal Revenue Code of 1986, as amended, under the separation pay exception found in Treasury Regulation Section 1.409A-1(b)(9), and all terms and conditions of this Agreement shall be interpreted consistent with that intent. All amounts paid to you will be reported to the United States Internal Revenue Service and other appropriate taxing agencies in accordance with all federal, state and local tax reporting requirements. You agree that you bear sole responsibility for any tax liabilities associated with such payments.

For purposes of this Agreement only, "for cause" shall mean: 1) conviction on, or plea of guilty or no contest to, a felony or any crime involving moral turpitude; 2) engaging in any dishonest, unethical, immoral or fraudulent conduct or any misconduct which discredits or causes harm to the Company; 3) failure to faithfully discharge duties as an employee of the Company; 4) violation of Company policy; 5) violation of any non-disclosure or confidentiality agreement(s) entered into with the Company; and/or 6) failure to comply with any applicable laws. If you resign or are terminated for cause, you will not be entitled to any severance.

Living Expenses. DI will reimburse your reasonable temporary living expenses, up to a maximum of fourteen thousand dollars ($14,000.00) per month, for a period of three (3) months from your start date. Reimbursement of these expenses is conditioned upon said expenses being reasonable and upon you retaining all receipts and related proof of these expenses and providing them to DI in accordance with the Company's expense reimbursement policies and procedures. This arrangement may be extended by mutual written agreement between you and DI.

Paid Time Off. In addition to Dl's standard ten (10) day holiday schedule, you will accrue Paid Time Off (PTO) at the rate of twenty (20) days per calendar year, prorated for calendar year 2015.

Business Travel. You will be approved for first-class travel within and business-class travel outside the United States, subject to all other requirements of Dl's Business Travel policy.

2

Benefits. Should you choose to participate, DI's flexible benefits program will become effective for you and your eligible dependents on your first day of employment. You will have ten (10) working days from date of hireto make elections and return your enrollment form. Your elections will remain in place until the next annual benefits enrollment period.

Contingent Offer. This offer is fully contingent upon satisfactory results of your background investigation and pre-employment drug screening. In the event the results of either the background investigation or pre-employment drug screening are unsatisfactory to the Company, this offer will be withdrawn.

Non-Competition. The Company invests significant resources in the training and development of its executives. You understand that, in your position as President, Aviation Group Leader, you will have access to the Company's most highly sensitive, confidential, and proprietary business information. You agree to execute .and abide by DI’s standard Confidentiality & Intellectual Property Agreement. You also agree that you will not provide consulting services for any other entity or person while you are employed by DI. In consideration for your offered and continued employment with DI, you further agree that, during the term of your employment and for a period of twelve (12) months following the termination of your employment for any reason, you will not, directly or indirectly, participate in the ownership (other than through mutual funds or similar forms of investment). control, or management of, or be employed as an executive, officer, group leader, or board member or in any business development position by, the. following companies or their subsidiaries: AAR Corp., Bell Helicopter, the aviation services unit(s) of Boeing Co,DRS Technologies, Inc., AECOM/URS Corp., L-3 Communications Holdings Inc., the aviation services unit(s) of Lockheed Martin Corp., M1 Support ServicesL.P., M7 Aerospace LP/Elbit Systems, the aviation services unit(s) of Northrop Grumman Corp., Pacific Architects and Engineers Inc. (PAE), or Sikorsky Aircraft Corp./United Technologies Corp. This does not preclude your ability to participate in non-profit and corporate boards not expressly covered by this provision. DIacknowledges that your current participation on the boards of the National Defense University and Camber Corporation is consistent with the terms of this provision. You agree that these restrictions are reasonable and as narrowly tailored as is feasible to protect the Company's legitimate business interests. You also agree that you will resignyour position on SOSi's Board of Advisors within ten days of the date of this letter and will not resume any such position with SOSi during your employment with DI.

Indemnification. The Company agrees to provide you with coverage under the Company's Directors and Officers Liability Insurance policy as in effect from time to time, as well as all other protections as may be afforded to you under the Company's certificate of formation, bylaws or limited liability company agreement or operating agreement or under any other agreement, policy or procedure. In the event it is ultimately determined that you are not entitled to be indemnified by the Company pursuant to this provision, you will reimburse the Company for all such expenses previously paid by the Company on your behalf.

In accordance with federal law, employees are required to furnish proof of citizenship or a legal right to work in the United States. Therefore, please bring the appropriate documents to fulfill these requirements on your first day.

3

This offer of employmentis valid for a period of five (5) working days from its date of issue. After that time it shall be withdrawn.

The entire senior team looks forward to your leadership and contributions in this critical position for DynCorp International.

Sincerely,

/s/ James Geisler

James Geisler

Chief Executive Officer

DynCorp International LLC

I accept the offer of employment as stated above. I understand that my employment with DynCorp International LLC is at will. I understand that I have the right to terminate my employment at any time with or without cause, and that DynCorp International LLC retains the same right. I also understand that the terms of this offer of employment supersede all previously issued offers of employment.

/s/ Steven Schorer                        5/5/2015

Steven Schorer                        Date

4

EX-21.1

	Exhibit 21.1
Subsidiary Name	State of Incorporation or Organization
Casals & Associates, Inc.	Virginia
DIV Capital Corporation	Delaware
DTS Aviation Services LLC	Nevada
DynCorp International LLC	Delaware
Dyn Marine Services of Virginia LLC	Virginia
DynCorp Aerospace Operations LLC	Delaware
DynCorp International Services LLC	Virginia
Phoenix Consulting Group, LLC	Alabama
Services International LLC	Delaware
Worldwide Humanitarian Services LLC	Delaware
Worldwide Recruiting and Staffing Services LLC	Delaware
DynCorp International Inc.	Delaware
Heliworks LLC	Florida
Global Aviation Consultancy Services LLC	Delaware
DynCorp International (UK) Ltd. (formerly DCH Ltd.)	United Kingdom
DynCorp (Aust.) Pty. Limited	Australia
DynCorp Aerospace Operations (U.K.) Ltd.	United Kingdom
DynCorp International Services GmbH	Germany
DI Aerospace Integrated Solutions Ltda	Columbia
DI Air Columbia SAS	Columbia
AVICOM do Brasil Manutencao de Aeronaves Ltda	Brazil
Airport & MRO Facilities Nigeria Limited	Nigeria

EX-31.1

Exhibit 31.1

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

Fair Presentation of the Delta Tucker Holdings, Inc. Financial Statements

Establishment and Maintaining Disclosure Controls and Procedures

I, Lewis Von Thaer, certify that:

1. I have reviewed this Annual Report on Form 10-K of Delta Tucker Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Lewis Von Thaer
Lewis Von Thaer
Chief Executive Officer
(Principal Executive Officer)
Date:	March 30, 2016

EX-31.2

Exhibit 31.2

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

Fair Presentation of the Delta Tucker Holdings, Inc. Financial Statements

Establishment and Maintaining Disclosure Controls and Procedures

I, William T. Kansky, certify that:

1. I have reviewed this Annual Report on Form 10-K of Delta Tucker Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ William T. Kansky
William T. Kansky
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date:	March 30, 2016

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Lewis Von Thaer, Chief Executive Officer of Delta Tucker Holdings, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report of the Company on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Lewis Von Thaer
Lewis Von Thaer
Chief Executive Officer
Date:	March 30, 2016

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, William T. Kansky, Senior Vice President and Chief Financial Officer of Delta Tucker Holdings, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Annual Report of the Company on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William T. Kansky
William T. Kansky
Senior Vice President and Chief Financial Officer
Date:	March 30, 2016

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 30, 2016	Jun. 26, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Delta Tucker Holdings, Inc.
Entity Central Index Key	0001514226
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuers	No
Entity Public Float			$ 0

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Revenue	$ 1,923,177	$ 2,252,309	$ 3,287,184
Cost of services	(1,721,679)	(2,072,865)	(2,987,253)
Selling, general and administrative expenses	(144,675)	(146,881)	(149,925)
Depreciation and amortization expense	(34,986)	(48,582)	(48,628)
Earnings from equity method investees	140	10,077	4,570
Impairment of goodwill, intangibles and long lived assets	(96,696)	(214,004)	(312,728)
Operating loss	(74,719)	(219,946)	(206,780)
Interest expense	(68,824)	(70,783)	(78,826)
Loss on early extinguishment of debt	0	(1,362)	(703)
Interest income	110	221	157
Other income (expense), net	3,968	3,680	(810)
Loss before income taxes	(139,465)	(288,190)	(286,962)
Benefit for income taxes	8,672	20,570	37,461
Net loss	(130,793)	(267,620)	(249,501)
Noncontrolling interests	(1,809)	(2,160)	(4,235)
Net loss attributable to Delta Tucker Holdings, Inc.	$ (132,602)	$ (269,780)	$ (253,736)

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Net loss	$ (130,793)	$ (267,620)	$ (249,501)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	(122)	(131)	(437)
Other comprehensive loss, before tax	(122)	(131)	(437)
Income tax benefit related to items of other comprehensive loss	43	47	157
Other comprehensive loss	(79)	(84)	(280)
Comprehensive loss	(130,872)	(267,704)	(249,781)
Comprehensive loss attributable to noncontrolling interests	(1,809)	(2,160)	(4,235)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	$ (132,681)	$ (269,864)	$ (254,016)

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 108,782	$ 94,004
Restricted cash	721	707
Accounts receivable, net of allowances of $16,283 and $4,736, respectively	386,097	448,496
Prepaid expenses and other current assets	58,089	74,200
Assets held for sale	7,913	0
Total current assets	561,602	617,407
Long-term restricted cash	0	952
Property and equipment, net	15,694	23,786
Goodwill	42,093	128,888
Tradenames, net	28,536	28,762
Other intangibles, net	113,479	149,480
Long-term deferred taxes	13,364	5,696
Other assets, net	15,162	27,516
Total assets	789,930	982,487
Current liabilities:
Current portion of long-term debt	187,272	0
Accounts payable	90,610	146,546
Accrued payroll and employee costs	100,681	93,707
Deferred income taxes	27,334	31,477
Accrued liabilities	114,718	130,026
Liabilities held for sale	784	0
Income taxes payable	8,130	4,424
Total current liabilities	529,529	406,180
Long-term debt	455,000	642,272
Other long-term liabilities	13,571	11,312
Total liabilities	998,100	1,059,764
DEFICIT
Common stock, $0.01 par value – 1,000 shares authorized and 100 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively.		0
Additional paid-in capital	554,379	552,894
Accumulated deficit	(767,981)	(635,379)
Accumulated other comprehensive loss	(360)	(281)
Total deficit attributable to Delta Tucker Holdings, Inc.	(213,962)	(82,766)
Noncontrolling interests	5,792	5,489
Total deficit	(208,170)	(77,277)
Total liabilities and deficit	$ 789,930	$ 982,487

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 16,283	$ 4,736
Common stock, par value (USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities
Net loss		$ (130,793)	$ (267,620)	$ (249,501)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	[1]	37,254	49,707	50,279
Amortization of deferred loan costs		6,534	6,129	6,827
Allowance for losses on accounts receivable		(814)	3,182	465
Loss on early extinguishment of debt, net		0	1,362	703
Loss on impairment of goodwill, intangibles and long-lived assets		96,696	214,004	312,728
Earnings from equity method investees		(3,979)	(12,368)	(3,737)
Distributions from equity method investees		2,565	9,739	7,569
Deferred income taxes		(11,811)	(22,650)	(61,538)
Share based compensation		379	3,184	490
Other		2,277	275	(368)
Changes in assets and liabilities:
Restricted cash		939	0	0
Accounts receivable		61,462	125,458	203,012
Prepaid expenses and other current assets		12,329	40,650	(41,656)
Accounts payable and accrued liabilities		(58,965)	(124,964)	(91,328)
Income taxes payable		5,499	(711)	3,557
Net cash provided by operating activities		19,572	25,377	137,502
Cash flows from investing activities
Purchase of property and equipment		(3,179)	(8,712)	(7,628)
Proceeds from sale of property and equipment		526	44	182
Purchase of software		(1,555)	(1,631)	(2,718)
Return of capital from equity method investees		4,590	5,625	2,223
Contributions to equity method investees		(3,117)	0	(30)
Net cash used in investing activities		(2,735)	(4,674)	(7,971)
Cash flows from financing activities
Borrowings on indebtedness		218,800	118,000	745,900
Payments on indebtedness		(218,800)	(208,000)	(796,537)
Payments of deferred financing cost		0	(1,740)	(2,139)
Borrowings under other financing arrangements		0	20,214	9,431
Payments under other financing arrangements		(2,055)	(24,321)	(29,734)
Equity contribution from affiliates of Cerberus		1,000	0	0
Payment of dividends to noncontrolling interests		(1,004)	(1,697)	(4,382)
Net cash used in financing activities		(2,059)	(97,544)	(77,461)
Net increase (decrease) in cash and cash equivalents		14,778	(76,841)	52,070
Cash and cash equivalents, beginning of period		94,004	170,845	118,775
Cash and cash equivalents, end of period		108,782	94,004	170,845
Income taxes paid, net of receipts		(2,718)	(4,601)	(13,874)
Interest paid		$ (62,025)	$ (65,045)	$ (71,875)

[1] Includes amounts in Cost of services of $2.3 million, $1.1 million and $1.7 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

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Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total Equity (Deficit) Attributable to Delta Tucker Holdings, Inc.	Noncontrolling Interests
Balance, beginning of period at Dec. 31, 2012	$ 445,754	$ 0	$ 549,322	$ (111,863)	$ 83	$ 437,542	$ 8,212
Balance, beginning of period, Shares at Dec. 31, 2012		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation, net	490		490			490
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(249,781)			(253,736)	(280)	(254,016)	4,235
DIFZ financing, net of tax	(231)		(231)			(231)
Dividends declared to noncontrolling interest	(6,572)						(6,572)
Balance, end of period at Dec. 31, 2013	189,660	$ 0	549,581	(365,599)	(197)	183,785	5,875
Balance, end of period, Shares at Dec. 31, 2013		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation, net	3,184		3,184			3,184
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(267,704)			(269,780)	(84)	(269,864)	2,160
DIFZ financing, net of tax	129		129			129
Dividends declared to noncontrolling interest	(2,546)						(2,546)
Balance, end of period at Dec. 31, 2014	$ (77,277)	$ 0	552,894	(635,379)	(281)	(82,766)	5,489
Balance, end of period, Shares at Dec. 31, 2014	100	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share based compensation, net	$ 379		379			379	0
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(130,872)			(132,602)	(79)	(132,681)	1,809
Capital contribution	1,000		1,000			1,000
DIFZ financing, net of tax	106		106			106
Dividends declared to noncontrolling interest	(1,506)						(1,506)
Balance, end of period at Dec. 31, 2015	$ (208,170)	$ 0	$ 554,379	$ (767,981)	$ (360)	$ (213,962)	$ 5,792
Balance, end of period, Shares at Dec. 31, 2015	100	0

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Significant Accounting Policies and Accounting Developments

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Significant Accounting Policies and Accounting Developments

Significant Accounting Policies and Accounting Developments

Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and our consolidated subsidiaries. The Company was incorporated in the state of Delaware on April 1, 2010. On July 7, 2010, DynCorp International Inc. ("DynCorp International") completed a merger with Delta Tucker Sub, Inc., a wholly owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger dated as of April 11, 2010, Delta Tucker Sub, Inc. merged with and into DynCorp International, with DynCorp International becoming the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). Since Cerberus Capital Management, L.P. ("Cerberus") indirectly owns all of our outstanding equity, DynCorp International’s stock is no longer publicly traded as of the Merger.

These consolidated financial statements have been prepared, pursuant to accounting principles generally accepted in the United States of America ("GAAP").

Pending Debt Maturities

As described in Note 7, our Senior Credit Facility and Senior Unsecured Notes mature on July 7, 2016 and July 1, 2017, respectively. As of December 31, 2015, the total outstanding principal amount of the Company’s indebtedness was $642.3 million, consisting of $187.3 million of borrowings under the Senior Credit Facility and $455.0 million of the Senior Unsecured Notes. In the absence of a refinancing transaction or series of transactions, the Company does not have sufficient projected cash flows to pay the principal and accumulated unpaid interest on the Senior Credit Facility and Senior Unsecured Notes when those instruments mature on July 7, 2016 and July 1, 2017, respectively. As described below, the Company has received a waiver until April 30, 2016 related to a covenant violation that could significantly accelerate the maturity of these instruments.

The Company is actively engaged in the process of addressing the upcoming debt maturities by refinancing the Senior Credit Facility and the Senior Unsecured Notes. However, there can be no assurances that we will be able to do so with terms that are favorable to us or at all. If we are unable to enter into an amendment to extend the maturity or otherwise refinance the Senior Credit Facility prior to: (i) the expiration of the waiver related to the covenant violation discussed below, (ii) the scheduled maturity date of the Senior Credit Facility, or (iii) any other event which could result in an acceleration of the maturity date, then the failure to pay all amounts due under the Senior Credit Facility at maturity or upon acceleration would be an event of default under the Senior Credit Facility. This potential outcome results in significant doubt in the Company's ability to continue as a going concern. Such an event of default to pay the principal due at the scheduled maturity under or upon acceleration of the Senior Credit Facility would also cause an event of default under the Senior Unsecured Notes.

The consolidated financial statements included in this Annual Report on Form 10-K have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not reflect any adjustments that might result from the outcome of the uncertainties as discussed above.

The Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company's ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement until April 30, 2016 in order to provide additional time to address its upcoming debt maturities. The waiver provides certain restrictions on the Company's ability to access Revolver borrowings which are further described in Note 7. Furthermore, if we do not obtain approval from the lenders under the Senior Credit Facility to extend this waiver, we will be in default under the Senior Credit Facility on May 1, 2016 and would not have the benefit of any cure period. Default under the Senior Credit Facility could allow our lenders to declare all amounts outstanding under the Senior Credit Facility to be immediately due and payable. If such an event occurred, the Senior Unsecured Notes would also become immediately due and payable.

Fiscal Year

The Company's quarterly periods end on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Principles of Consolidation

The consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation. In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method.

The Company classifies its equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating loss in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations.

Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions LLC ("GLS")	51	%

Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.

Babcock DynCorp Limited ("Babcock") 44 %

Noncontrolling Interests

We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the consolidated statements of operations as an increase or reduction in arriving at "Net (loss) income attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ.

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment.

Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts.

The preparation of the financial statements requires us to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the consolidated statements of operations in the period that they are determined. Changes in contract estimates related to certain types of contracts accounted for using the percentage of completion method of accounting are recognized in the period in which such changes are made for the inception-to-date effect of the changes. Changes in these estimates can occur over the life of a contract for a variety of reasons, including changes in scope, estimated incentive or award fees, cost estimates, level of effort and/or other assumptions impacting revenue or cost to perform a contract. The gross favorable and unfavorable adjustments below reflect these changes in contract estimates during each reporting period, excluding new or completed contracts where no comparative estimates exist between reporting periods.

The following table presents the aggregate gross favorable and unfavorable adjustments to income before taxes resulting from changes in contract estimates for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in millions)
Gross favorable adjustments	$	29.2		$	7.4		$	45.8
Gross unfavorable adjustments	(3.3		)	(53.9		)	(20.7		)
Net adjustments	$	25.9		$	(46.5	)	$	25.1

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available. Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price.

Cash and Cash Equivalents

For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows.

For the year ended December 31, 2014, the Company classified the long-term portion of restricted cash related to a legal matter in long term assets in our consolidated balance sheets as these amounts were restricted for periods that exceeded one year from the balance sheet date.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results.

Property and Equipment

The cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

Customer Related Intangible Assets

The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group is less than its carrying value. In that case, a loss is recognized based on the amount by which the carrying value exceeds the fair value.

Indefinite-Lived Assets and Goodwill

Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of the impairment loss, if any.

Income Taxes

We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S., and by various government agencies representing several jurisdictions outside the U.S.

We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with GAAP. Deferred income tax assets and liabilities are computed quarterly for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period.

We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position.

To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes.

Share Based Compensation

We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation.

Currency Translation

The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income. Our foreign currency transactional gains and losses were not material for the calendar years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Operating Segments

Our business is aligned into two operating and reporting segments, DynAviation and DynLogistics. Our chief operating decision maker assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts.

Accounting Developments

Pronouncements Issued

In January 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from GAAP the concept of extraordinary items. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 changes the consolidation guidance to address concerns of stakeholders that current accounting for certain legal entities might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. ASU 2015-02 will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently evaluating both methods of adoption as well as the effect ASU 2015-02 will have on our consolidated financial position, results of operations and cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset, consistent with debt discounts. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update is effective for fiscal years beginning after December 15, 2015, and required retrospective application. Early adoption is permitted for financial statements that have not been previously issued. We have chosen not to early adopt ASU 2015-03. When we adopt ASU 2015-03, our current deferred financing costs, net, and deferred financing costs, net, will be presented as current liabilities and long term liabilities, respectively, in the consolidated balance sheets. See Note 2 for further discussion of deferred financing costs.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires an entity who measures inventory using FIFO or average cost to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs. The update is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2016 and applied prospectively. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2015-11 on our consolidated financial position.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a single set of comprehensive principles for recognizing revenue under GAAP. In April 2015, the FASB deferred the effective date of the new standard to January 1, 2018. The standard permits the use of either the retrospective or modified-retrospective method. We are currently evaluating both methods of adoption as well as the effect ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent amounts in a classified statement of financial position. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent in a statement of financial position. This standard is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. We are currently evaluating the potential effects of the adoption of ASU 2015-17 on our consolidated financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the potential effects of the adoption of ASU 2016-02 on our consolidated financial statements.

Other accounting standards updates effective after December 31, 2015 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows.

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Composition of Certain Financial Statement Captions

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Composition of Certain Financial Statement Captions

Composition of Certain Financial Statement Captions

The following tables present financial information of certain consolidated balance sheet captions.

Prepaid expenses and other current assets

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Prepaid expenses	$	30,985	$	30,821
Income tax refunds receivable	204		655
Inventories	14,776		25,198
Aircraft parts inventory held on consignment	—		2,278
Work-in-process inventory, net	1,733		5,772
Joint venture receivables	460		1,497
Current deferred financing costs, net	2,406		—
Other current assets	7,525		7,979
Total prepaid expenses and other current assets	$	58,089	$	74,200

Prepaid expenses include prepaid insurance, prepaid vendor deposits, and prepaid rent, none of which individually exceed 5% of current assets.

During the year ended December 31, 2015, we executed an agreement to expedite the sale of a portion of our inventory at an auction which was held at the end of October 2015. The sale of inventory at auction, including the transfer of title, and funding was completed during the year ended December 31, 2015. As a result of this strategic decision to auction these assets, we recorded an expense of approximately $3.1 million during the year ended December 31, 2015 to reduce the carrying value of our inventory. The expense has been presented within Cost of services in the consolidated statement of operations.

Inventory decreased during the year ended December 31, 2015 primarily as a result of the reclassification of Heliworks LLC (“Heliworks”) inventory of $5.9 million to held for sale assets and the reduction in our Australia, T-6 COMBS and Heliworks inventory.

The $2.3 million of aircraft parts included in inventory held on consignment as of December 31, 2014 related to our former Life Cycle Support Services ("LCCS") Navy contract were sold during the year ended December 31, 2015. Work-in-process inventory includes equipment for vehicle modifications for specific customers, a significant portion of which were completed and delivered as of December 31, 2015 and other deferred costs related to certain contracts.

Deferred financing costs of $2.4 million related to the Senior Credit Facility were classified as current assets due to both the Term Loan and the Revolver maturing on July 7, 2016. See Note 7 for further discussion.

Held for Sale Assets and Liabilities

During the third quarter of 2015, we took strategic actions to begin the sale of the remaining assets of Heliworks. The assets, excluding cash and cash equivalents, of Heliworks were classified as held for sale as of September 25, 2015. As of December 31, 2015, Assets held for sale of $7.9 million consisted primarily of accounts receivable, inventory, property and equipment, net, and intangible assets. Liabilities held for sale of $0.8 million consist primarily of accounts payables and accruals.

During the third quarter of 2015, we assessed the fair market value of the assets held for sale based on independent third party evaluations. For property and equipment, the market approach was used which utilized observable level 2 inputs as it considered the inputs of other comparable property and equipment. For the remaining assets and liabilities, we used unobservable inputs and management judgment which are Level 3 fair value measurements. See Note 10 for further discussion of fair value. As a result of our fair value assessment, we recognized a $2.8 million impairment expense in the third quarter of 2015, included within the impairment of goodwill, intangibles and long lived assets within our consolidated statement of operations, to impair the assets held for sale.

During the fourth quarter of 2015, we assessed the fair market value of the assets held for sale based on offers received from various market participants, resulting in an additional impairment expense of $1.9 million, included within the impairment of goodwill, intangibles and long lived assets within our consolidated statement of operations for the year end December 31, 2015.

Property and equipment, net

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Helicopters	$	983		$	7,108
Computers and other equipment	10,392			11,061
Leasehold improvements	19,639			19,055
Office furniture and fixtures	4,541			4,203
Gross property and equipment	35,555			41,427
Less accumulated depreciation	(19,861		)	(17,641		)
Total property and equipment, net	$	15,694		$	23,786

As of December 31, 2015 and December 31, 2014, Property and equipment, net also included the accrual for property additions of $0.3 million and $0.8 million, respectively. Depreciation expense was $5.8 million, $5.7 million and $5.9 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively, including certain depreciation amounts classified as Cost of services. See Note 11for additional discussion.

Other assets, net

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Deferred financing costs, net	$	2,835	$	11,775
Investment in affiliates	6,712		8,191
Palm promissory notes, long-term portion	2,079		2,853
Other	3,536		4,697
Total other assets, net	$	15,162	$	27,516

Deferred financing costs are amortized through interest expense. Amortization related to deferred financing costs was $6.5 million, $6.1 million, and $6.8 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

Deferred financing costs of $2.4 million related to the Term Loan and Revolver were classified as current assets due to both the Term Loan and the Revolver maturing on July 7, 2016.

Deferred financing costs were reduced during the year ended December 31, 2014 by $1.4 million related to the pro rata write–off of deferred financing costs to loss on early extinguishment of debt as a result of the $90.0 million in principal prepayments on our Term Loan. See Note 7 for further discussion of our debt.

Accrued payroll and employee costs

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Wages, compensation and other benefits	$	85,216	$	74,416
Accrued vacation	14,433		18,889
Accrued contributions to employee benefit plans	1,032		402
Total accrued payroll and employee costs	$	100,681	$	93,707

Accrued liabilities

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Customer liability	$	21,183	$	22,635
Accrued insurance	35,530		20,551
Accrued interest	24,370		24,250
Unrecognized tax benefit	—		7,999
Contract losses	15,718		27,864
Legal reserves	5,063		8,657
Subcontractor retention	1,646		1,761
Financed insurance	—		2,055
Other	11,208		14,254
Total accrued liabilities	$	114,718	$	130,026

Customer liabilities represent amounts received from customers in excess of revenue recognized or for amounts due back to a customer. The increase in accrued insurance is primarily due to the timing of payments and the closing of certain insurance policies with our carriers. Other is comprised of accrued rent, workers compensation related claims and other balances that are not individually material to the consolidated financial statements. Contract losses represent our best estimate of forward losses using currently available information and could change in future periods as new facts and circumstances emerge. Contract losses include a contract loss recorded on a U.S. Air Force contract related to a contract dispute. Legal matters include reserves related to various lawsuits and claims that arise in the normal course of business. See Note 8 for further discussion.

Other long-term liabilities

As of December 31, 2015 and December 31, 2014, Other long-term liabilities were $13.6 million and $11.3 million, respectively. Other long-term liabilities are primarily due to our long-term incentive bonus plan and nonqualified unfunded deferred compensation plan of $4.4 million and $2.8 million as of December 31, 2015 and December 31, 2014, respectively, and a long-term leasehold obligation related to our Tysons Corner facility in McLean, Virginia, of $3.8 million and $4.3 million as of December 31, 2015 and December 31, 2014, respectively. Other long-term liabilities also include an uncertain tax benefit of $3.3 million as of December 31, 2015. See Note 4 for further discussion.

We recorded a postemployment benefit expense of $3.6 million and $15.5 million during the year ended December 31, 2015 and December 31, 2014, respectively, related to severance in accordance with ASC 712 - Compensation which was included in Selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2015 and December 31, 2014, we had approximately $4.2 million and $10.6 million, respectively, in total accrued postemployment benefit expense for estimated future payments in accordance with ASC 712, of which $0.1 million and $3.9 million, respectively, were classified as long-term.

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Goodwill, Other Intangible Assets and Long-Lived Assets

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Other Intangible Assets and Long-Lived Assets

Goodwill, Other Intangible Assets and Long-Lived Assets

We have two operating and reporting segments: DynAviation and DynLogistics. DynAviation and DynLogistics provide services domestically and in foreign countries primarily under contracts with the U.S. government. Our current structure includes five reporting units for which we assess goodwill for potential impairment; two reporting units in DynAviation and three reporting units in DynLogistics. Of our five reporting units, only two had a goodwill balance as of December 31, 2015.

We assess goodwill and other intangible assets with indefinite lives for impairment annually in October and when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, a step one assessment is performed to identify any possible impairment in the period in which the event is identified.

We estimate the fair value of our reporting units using a combination of the income approach and the market approach. Under the income approach, we utilize a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital at the date of evaluation. Under the market approach, we utilize comparative market multiples in the valuation estimate. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing. The estimates and assumptions used in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties.

Determining the fair value of a reporting unit or an indefinite-lived intangible asset involves judgment and the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and identification of appropriate market comparable data. Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units or indefinite-lived intangible assets and could result in an impairment charge in a future period. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units or asset groups when determining the carrying value of each reporting unit or indefinite-lived intangible assets also requires judgment. All of these factors are subject to change with a change in the defense industry or larger macroeconomic environment.

Our revenue is predominantly from contracts and subcontracts with the U.S. government and its agencies. The continuation and renewal of our existing government contracts and new government contracts are, among other things, contingent upon the availability of adequate funding for various U.S. government agencies, including the Department of Defense ("DoD") and the Department of State ("DoS"). Funding for our programs is dependent upon the annual budget and the appropriation decisions assessed by Congress, which are beyond our control. Estimates and judgments made by management, as it relates to the fair value of our reporting units or indefinite-lived intangible assets, could be impacted by the continued uncertainty over the defense industry.

During the second quarter of 2015, we concluded a triggering event had occurred in our Aviation reporting unit within the DynAviation segment due to lower than forecasted earnings in 2015 and declines in future projections and assumptions. We performed an interim step one assessment to identify any possible goodwill impairment. The first step of the impairment test indicated the carrying value of the Aviation reporting unit was greater than the fair value. We performed step two of the impairment test and determined that the goodwill at the Aviation reporting unit was fully impaired. As a result, a non-cash impairment charge of approximately $86.8 million was recorded during the three months ended June 26, 2015 to impair the full carrying value of the Aviation reporting unit goodwill. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations.

During our annual goodwill impairment test as of October 2015, we concluded that the estimated fair values of each of our remaining reporting units exceeded their respective carrying values. The projections for these reporting units include significant estimates related to new business opportunities which are the basis for the discount rate assumptions currently applied and we have assessed this risk as one of the variables in establishing the discount rate. If we are unsuccessful in obtaining these opportunities in 2016, a triggering event could be identified and a step one assessment would be performed to identify any possible goodwill impairment in the period in which the event is identified.

The fair value of the reporting units and the assets and liabilities identified in the impairment test were determined using the combination of the income approach and the market approach, which are Level 3 and Level 2 inputs, respectively. See Note 10 for further discussion of fair value. In calculating the fair value of the remaining reporting units, we used unobservable inputs and management judgment which are Level 3 fair value measurements. We used the following estimates and assumptions in the discounted cash flow analysis:

• terminal value growth rates based on real rates of growth and inflationary growth;

• terminal earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, as a percentage of revenue reflecting forecasted EBITDA margins;

• discount rates based on weighted-average cost of capital; and

• assumptions regarding future capital expenditures.

The market approach analysis utilized observable level 2 inputs as it considered the inputs of other comparable companies.

The carrying amount of goodwill, by segment, was as follows:

(Amounts in thousands)	DynAviation			DynLogistics			Total
Balance as of December 31, 2013	$	160,932		$	132,835		$	293,767
Impairment of goodwill	(74,137		)	(90,742		)	(164,879		)
Balance as of December 31, 2014	86,795			42,093			128,888
Impairment of goodwill	(86,795		)	—			(86,795		)
Balance as of December 31, 2015	$	—		$	42,093		$	42,093

Since the Merger, accumulated goodwill impairment was $700.4 million and $613.6 million as of December 31, 2015 and December 31, 2014, respectively. Since the Merger, DynAviation accumulated goodwill impairment was $442.4 million and $355.6 million as of December 31, 2015 and December 31, 2014, respectively, and DynLogistics accumulated goodwill impairment was $197.9 million as of December 31, 2015 and December 31, 2014. Since the Merger, the former GLS segment accumulated goodwill impairment was $60.1 million, and is no longer considered a segment for the years ended December 31, 2015 and December 31, 2014.

The following tables provide information about changes relating to certain intangible assets:

	December 31, 2015
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Transfer to Assets Held for Sale			Net
Other intangible assets:
Customer-related intangible assets	4.0	$	252,615	$	(142,020	)	$	—		$	—		$	110,595
Other
Finite-lived	0.7	13,325		(10,430		)	—			(11		)	2,884
Indefinite-lived		5,059		—			(5,059		)	—			—
Total other intangibles		$	270,999	$	(152,450	)	$	(5,059	)	$	(11	)	$	113,479
Tradenames:
Finite-lived	0.0	$	869	$	(869	)	$	—		$	—		$	—
Indefinite-lived		28,700		—			(164		)	—			28,536
Total tradenames		$	29,569	$	(869	)	$	(164	)	$	—		$	28,536

	December 31, 2014
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Net
Other intangible assets:
Customer-related intangible assets	4.6	$	350,912	$	(178,126	)	$	(33,388	)	$	139,398
Other
Finite-lived	4.8	15,418		(10,395		)	—			5,023
Indefinite-lived		5,059		—			—			5,059
Total other intangibles		$	371,389	$	(188,521	)	$	(33,388	)	$	149,480
Tradenames:
Finite-lived	0.4	$	869	$	(807	)	$	—		$	62
Indefinite-lived		43,222		—			(14,522		)	28,700
Total tradenames		$	44,091	$	(807	)	$	(14,522	)	$	28,762

Amortization expense for customer-related intangibles, other intangibles, and finite-lived tradenames was $31.4 million, $44.0 million and $44.3 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. Other intangibles is primarily representative of our capitalized software which had a net carrying value of $2.9 million and $5.0 million as of December 31, 2015 and December 31, 2014, respectively.

During the third quarter of 2015, we took strategic actions to no longer utilize or maintain our FAA Part 135 certification and Commercial Aviation Review Board ("CARB") approval. As a result, a non-cash impairment charge of approximately $3.9 million was recorded during the three months ended September 25, 2015 to fully impair the carrying value of the intangible asset. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations. Further, Heliworks finite-lived intangible assets were classified as held for sale as of December 31, 2015.

In December 2015, we concluded a triggering event had occurred when we obtained a letter of intent to sell the held for sale assets and liabilities of Heliworks. We assessed the fair market value of the Heliworks assets excluded from the letter of intent which included the FAA Part 145 certification indefinite-lived intangible asset and the Heliworks indefinite-lived tradename and concluded that the estimated fair value of each asset was less than its carrying value. As a result of our fair value assessment, we recognized a $1.1 million and $0.2 million impairment expense in the fourth quarter of 2015, to fully impair the carrying value of the indefinite-lived intangible asset and the indefinite-lived tradename, respectively, which is included within the impairment of goodwill, intangibles and long lived assets within our consolidated statement of operations. We used unobservable inputs and management judgment, which are Level 3 fair value measurements, to determine that the fair value of the assets were zero since there are no expected future cash flows expected upon the completion of the planned sale.

The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2015:

	Amortization Expense (1)
Estimate for calendar year 2016	30,014
Estimate for calendar year 2017	27,465
Estimate for calendar year 2018	24,196
Estimate for calendar year 2019	20,928
Estimate for calendar year 2020	10,839
Thereafter	37

(1)The future amortization is inclusive of the finite lived intangible-assets.

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The domestic and foreign components of Loss before income taxes are as follows:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Domestic	$	(143,446	)	$	(286,799	)	$	(286,989	)
Foreign	3,981			(1,391		)	27
Loss before income taxes	$	(139,465	)	$	(288,190	)	$	(286,962	)

The Benefit for income taxes consists of the following:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Current portion:
Federal	$	—		$	311		$	—
State	(550		)	(800		)	(784		)
Foreign	(7,391		)	(3,363		)	(16,045		)
	(7,941		)	(3,852		)	(16,829		)
Deferred portion:
Federal	16,024			23,001			52,574
State	388			739			1,086
Foreign	201			682			630
	16,613			24,422			54,290
Benefit for income taxes	$	8,672		$	20,570		$	37,461

Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Deferred tax assets related to:
Workers' compensation accrual	$	8,430		$	5,046
Accrued vacation	3,586			4,734
Completion bonus allowance	4,984			6,001
Accrued severance	1,494			3,751
Accrued executive incentives	6,754			2,151
Legal reserve	1,812			3,099
Accrued health costs	2,798			799
Contract loss reserve	7,107			11,684
Other accrued liabilities and reserves	17,137			26,261
Partnership / joint venture basis differences	4,731			3,072
Foreign tax credit carryforward	25,571			16,336
Net operating loss carryforward	2,793			979
Other carryforwards	816			704
Uncertain tax positions	943			5,649
Goodwill and other intangible assets	37,015			44,201
Valuation allowance	(71,616		)	(47,808		)
Total deferred tax assets	54,355			86,659
Deferred tax liabilities related to:
Prepaid insurance	(3,942		)	(5,242		)
Indefinite lived intangibles	(15,473		)	(31,806		)
Unbilled receivables	(48,910		)	(75,392		)
Total deferred tax liabilities	(68,325		)	(112,440		)
Total deferred tax liabilities, net	$	(13,970	)	$	(25,781	)

Deferred tax assets and liabilities are reported as:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Current deferred tax liabilities, net	$	(27,334	)	$	(31,477	)
Non-current deferred tax assets, net	13,364			5,696
Deferred tax liabilities, net	$	(13,970	)	$	(25,781	)

Management assesses both the available positive and negative evidence to determine whether it is more likely than not that there will be sufficient sources of future taxable income to recognize deferred tax assets. We incurred cumulative losses over the three-year period ended December 31, 2015. Cumulative losses in recent years are considered significant objective negative evidence in evaluating deferred tax assets under the more likely than not criteria for recognition of deferred tax assets. As a result of additional losses for which we could not recognize a tax benefit, we increased our valuation allowance from $47.8 million as of December 31, 2014 to $71.6 million as of December 31, 2015.

As of December 31, 2015 we had $5.0 million of U.S. federal net operating losses available for use compared to no U.S. federal net operating losses available for use as of December 31, 2014. As of December 31, 2015 and December 31, 2014, we had state net operating losses ("NOLs") of approximately $133.7 million and $123.6 million, respectively, most of which will begin to expire in 2020 or later. We had approximately $25.6 million and $16.3 million as of December 31, 2015 and December 31, 2014, respectively, in foreign tax credit carryforwards ("FTCs") which will begin expiring in 2016. Additionally, we made no estimated federal income tax payments for the year ended December 31, 2015 and no estimated federal income tax payments for the year ended December 31, 2014. All of our income taxes paid during the year ended December 31, 2015 were to state or foreign jurisdictions.

A reconciliation of the statutory federal income tax rate to our effective rate is provided below:

	For the years ended
	December 31, 2015		December 31, 2014		December 31, 2013
Statutory rate	35.0	%	35.0	%	35.0	%
State income tax, less effect of federal deduction	(0.1	)%	—	%	0.1	%
Noncontrolling interests	0.5	%	0.3	%	0.5	%
Goodwill impairment (1)	(11.6	)%	(11.2	)%	(22.6	)%
Uncertain tax positions	—	%	0.1	%	(0.1	)%
Nondeductible expenses	(0.9	)%	(0.8	)%	(0.4	)%
Valuation allowance	(16.7	)%	(16.2	)%	—	%
Other	—	%	(0.1	)%	0.6	%
Effective tax rate	6.2	%	7.1	%	13.1	%

(1) Includes non-cash impairment charges to goodwill for years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. See Note 3 for further discussion.

Due to the nature of our business, as a provider of professional and technical government services to the U.S. government, foreign earnings are generally exempt from foreign tax due to various bi-lateral agreements often referred to as Status of Forces Agreements ("SOFA") and Status of Mission Agreements ("SOMA") or their equivalents. We repatriate and provide U.S. income taxes on virtually all income we earn outside of the United States.

Uncertain Tax Positions

We account for uncertain tax positions in accordance with ASC 740 - Income Taxes, which prescribes the more likely than not threshold for recognition of a tax position in the financial statements. The amount of unrecognized tax benefits at December 31, 2015 and December 31, 2014 was $2.6 million and $7.3 million, respectively, of which $2.3 million and $2.3 million, respectively, would impact our effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Amounts in thousands)	Unrecognized Tax Benefits
Balance at December 31, 2013	$	9,473
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(447		)
Settlements	(1,375		)
Remeasurements	(311		)
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2014	$	7,340
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(112		)
Settlements	—
Remeasurements	—
Net releases	—
Lapse of statute of limitations	(4,594		)
Balance at December 31, 2015	$	2,634

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. For the years ended December 31, 2015 and December 31, 2014, there was no accrued interest related to unrecognized tax benefits in interest expense and no penalties recognized in the provision for income taxes within our consolidated statements of operations. We do not expect the unrecognized tax benefit of $3.3 million, inclusive of penalties, as of December 31, 2015 to be settled within the next twelve months.

We file income tax returns in U.S. federal and state jurisdictions and in various foreign jurisdictions which are subject to examinations by the IRS and other taxing authorities. These audits can result in adjustments of taxes due. Our estimate of the potential outcome of any uncertain tax issue prior to audit is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. An unfavorable result under audit may reduce the amount of state net operating losses we have available for carryforward to offset future taxable income, or may increase the amount of tax due for the period under audit, resulting in an increase to the effective rate in the year of resolution. The statute of limitations is open for U.S. federal income tax returns for our fiscal year 2012 forward. The statute of limitations for state income tax returns is open for our fiscal year 2012 and forward, with few exceptions, and foreign income tax examinations for the calendar year 2009 forward, with few exceptions.

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Accounts Receivable

12 Months Ended

Dec. 31, 2015

Receivables [Abstract]

Accounts Receivable

Accounts Receivable

Accounts Receivable, net consisted of the following:

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Billed	$	136,127	$	146,286
Unbilled	249,970		302,210
Total	$	386,097	$	448,496

Unbilled receivables as of December 31, 2015 and December 31, 2014 include $21.3 million and $50.7 million respectively, related to costs incurred on projects for which we have been requested by the customer to begin new work or extend work under an existing contract and for which formal contracts, contract modifications or other contract actions have not been executed as of the end of the respective periods. LOGCAP IV accounted for approximately 26% and 59% of these amounts as of December 31, 2015 and December 31, 2014, respectively. LOGCAP IV accounted for approximately 5% and 20% of total unbilled receivables as of December 31, 2015 and December 31, 2014, respectively.

As of December 31, 2015 and December 31, 2014, we had four contract claims with no associated receivable balances. The balance of unbilled receivables above consists of costs and fees billable immediately on contract completion or other specified events, all of which are expected to be billed and collected within one year, except items that may result in a request for equitable adjustment or formal claim. We do not believe we have significant exposure to credit risk as our receivables are primarily with the U.S. government.

We do not believe we have significant exposure to credit risk as our receivables are primarily with the U.S. government. Our allowance for doubtful accounts increased from $4.7 million as of December 31, 2014 to $16.3 million as of December 31, 2015, primarily due to outstanding receivables of approximately $26.0 million, net of reserves, for which we have yet to be paid where we operated under a subcontract for a prime contractor on a U.S. government program that ended December 31, 2014. We are currently seeking payment through legal action to resolve the matter. See Note 8 for further discussion.

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Retirement Plans

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Retirement Plans

Retirement Plans

401(k) Savings Plans

The DynCorp International Savings Plan (the "Savings Plan") is a participant-directed, defined contribution, 401(k) plan for the benefit of employees meeting certain eligibility requirements. The Savings Plan is intended to qualify under Section 401(a) of the U.S. Internal Revenue Code (the "Code") and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Under the Savings Plan, participants may contribute from 1% to 50% of their earnings. Contributions are made on a pre-tax basis, limited to annual maximums set by the Code. The current maximum contribution per employee is $18,000 and the catch-up contribution limit for participants age 50 or older is $6,000 per calendar year. In June 2014, the Company updated its matching contributions for employees hired prior to June 30, 2014, to an amount equal to 100% of the first 2% of employee contributions and 50% of the next 4%, up to $10,600 per calendar year, which are invested in various funds at the discretion of the participant, which fully vests after one year of service. For employees hired after July 1, 2014, the Company updated its matching contributions to an amount equal to 100% of the first 2% of employee contributions and 50% of the next 4%, up to $10,600 per calendar year, which are invested in various funds at the discretion of the participant, which vests in three equal 33.3% installments over three years based on the employee’s annual hire date anniversary. Prior to June 2014, Company matching contributions were made in an amount equal to100%of the first2%of employee contributions and50%of the next6%, up to$12,750per calendar year, which are invested in various funds at the discretion of the participant,which fully vested after one year of service. We incurredSavings Plan expense of approximately $9.2 million, $11.9 million and $16.1 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. A portion of the Savings Plan expense has been presented within Cost of services, with the remainder in Selling, general and administrative expenses in the consolidated statement of operations. All Savings Plan expenses are fully funded.

Nonqualified Unfunded Deferred Compensation Plan

The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan. The elections under the savings plans must be completely separate and independent of each other. Under the deferred compensation plan for the years ended December 31, 2015 and December 31, 2014, the deferral amount limitation is 100% of salary and 100% of bonuses and each participant shall be 100% vested in his or her account, at all times. The funds can be distributed the first day of the calendar month following the six-month anniversary of the participant’s separation from the Company. The participant can elect payout of the funds in a single sum or annual installments over 5 or 10 years; however, only one election can be made with respect to all of the deferrals in the respective account. If, for any reason, the participant fails to make a valid and timely election, the participant’s account shall be distributed as a single sum as of the participant’s benefit commencement date. There were no contributions made to the deferred compensation plan on behalf of the Company for years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Multiemployer Pension Plans

We are subject to several collective-bargaining agreements that require contributions to a multiemployer defined benefit pension plan that covers its union-represented employees. We contribute to this plan based on specified hourly rates for eligible hours. The risks of participating in this multiemployer plan are different from single-employer plans in the following aspects:

a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If we stop participating in the multiemployer plan, we may be required to pay a withdrawal liability based on our portion of the unfunded vested benefits of the plan.

We are subject to 28 collective bargaining-agreements ("CBA") which have various expiration dates, with the longest expiring in September 2021. Of the 28 CBAs, we have 16 significant CBA's that require contributions to the International Association of Machinists National Pension Fund ("IAMNPF") with expiration dates ranging from April 30, 2016 through August 31, 2019. As long as we remain a contributing employer, we have no liability for any unfunded portion of this plan. However, if for any reason, we stop making contributions to the plan under any of the individual collective-bargaining agreements, we could be assessed a potential withdrawal liability based on our share of the unfunded vested benefits of the plan. Our share of the unfunded vested benefits is determined by the contributions required under the individual collective-bargaining agreements from which we withdraw relative to the contributions made to the plan as a whole.

Our participation in the IAMNPF for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2015, 2014 and 2013 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject.

					FIP / RP Status	Total Contributions of DynCorp International				Expiration
		PPA Zone Status (2)			Pending /	(Amounts in thousands)			Surcharge	Date of
Pension Fund	EIN/PN	2015	2014	2013	Implemented	2015	2014	2013	Imposed	CBA
IAMNPF (1)	516031295 / 001	Green	Green	Green	No	$9,341	$6,845	$6,062	No	4/30/2016 through 8/31/2019

(1) Of the 16 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") union employees at T44-Corpus Christi is the most significant as contributions under this plan for years 2016 through the expiration date of the collective-bargaining agreement will approximate $3.8 million, or 17% of all required contributions to the IAMNPF.

(2) Unless otherwise noted, the most recent PPA zone status available in 2015, 2014 and 2013, is for the plan’s year-end status for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

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Debt

12 Months Ended

Dec. 31, 2015

Long-term Debt, Unclassified [Abstract]

Debt

Debt

Long-term debt consisted of the following:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
10.375% senior unsecured notes	$	455,000		$	455,000
Term loan	187,272			187,272
Total indebtedness	642,272			642,272
Less current portion of long-term debt	(187,272		)	—
Total long-term debt	$	455,000		$	642,272

Senior Credit Facility

On July 7, 2010, we entered into a senior secured credit facility (the "Senior Credit Facility"), with a banking syndicate and Bank of America, NA as Administrative Agent (the "Agent"). On January 21, 2011 and on August 10, 2011, DynCorp International Inc. entered into amendments to the Senior Credit Facility.

On June 19, 2013, we entered into a third amendment (the “Third Amendment”) to the Senior Credit Facility. The Third Amendment, among other things, amended the Senior Credit Facility to extend the maturity date of the revolving credit facility (the "Revolver") to July 7, 2016, increased the amount of the Revolver to $181.0 million and modified the maximum total leverage threshold test and certain other covenants.

On November 5, 2014, we entered into a fourth amendment and waiver (the "Fourth Amendment") to the Senior Credit Facility. The Fourth Amendment, among other things, (i) amended the Senior Credit Facility by modifying financial maintenance covenants; (ii) reduced the amount of the Revolver credit commitments of the lenders consenting to the Fourth Amendment by 20%, which represented a reduction of approximately $36.2 million; (iii) amended the definition of Consolidated Net Income as defined in the Senior Credit Facility to exclude up to $35 million for a one-time charge during the three month period ended September 26, 2014 related to a certain U.S. Air Force contract; and (iv) waived compliance with the financial maintenance covenants with respect to the three month period ended September 26, 2014.

The Senior Credit Facility is secured by substantially all of our assets and is guaranteed by substantially all of our subsidiaries. As of December 31, 2015, the Senior Credit Facility provided for a $187.3 million Term Loan and the $144.8 million Revolver, which includes a $100.0 million letter of credit subfacility. As of December 31, 2015 and December 31, 2014, the available borrowing capacity under the Senior Credit Facility was approximately $102.2 million and $108.1 million, respectively, which includes $42.6 million and $36.7 million, respectively, in issued letters of credit. Amounts borrowed under the Revolver are used to fund operations. As of December 31, 2015 and December 31, 2014 there were no amounts borrowed under the Revolver. Giving effect to the waiver described below, available borrowing capacity under the Senior Credit Facility as of the date of this report (taking into account the existing $42.6 million in issued letters of credit) would be approximately $29.8 million. The maturity date on both the Term Loan and the Revolver is July 7, 2016.

The Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company's ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement until April 30, 2016 in order to provide additional time to address its upcoming debt maturities. If we do not obtain approval from the lenders under the Senior Credit Facility to extend this waiver, we will be in default under the Senior Credit Facility on May 1, 2016 and would not have the benefit of any cure period. Default under the Senior Credit Facility could allow our lenders to declare all amounts outstanding under the Senior Credit Facility to be immediately due and payable.

The waiver provides that we may not make further Revolver borrowings or request letters of credit, other than letters of credit to replace existing letters of credit with an expiry date during, or within two business days after the end of, the waiver period, if the aggregate outstanding amount of revolving loans and letters of credit exceeds 50% of the Revolver commitment. In addition, during the waiver period, any proceeds of revolving loans may only be used for working capital purposes and in the ordinary course of business for other general corporate purposes. The Company may not use the proceeds of revolving loans for dividends, prepayments of any junior debt or acquisition financing.

Interest Rates on Term Loan & Revolver

Both the Term Loan and Revolver bear interest at one of two options, based on our election, using either the (i) base rate ("Base Rate") as defined in the Senior Credit Facility plus an applicable margin or the (ii) London Interbank Offered Rate ("Eurocurrency Rate") as defined in the Senior Credit Facility plus an applicable margin. The applicable margin for the Term Loan is fixed at 3.5% for the Base Rate option and 4.5% for the Eurocurrency Rate option. The applicable margin for the Revolver ranges from 3.0% to 3.5% for the Base Rate option or 4.0% to 4.5% for the Eurocurrency option based on our outstanding Secured Leverage Ratio at the end of the quarter. The Secured Leverage Ratio is calculated by the ratio of total secured consolidated debt (net of up to $75 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, and depreciation & amortization ("Consolidated EBITDA"), as defined in the Senior Credit Facility. Interest payments on both the Term Loan and Revolver are payable at the end of the interest period as defined in the Senior Credit Facility, but not less than quarterly.

The Base Rate is equal to the higher of (a) the Federal Funds Rate plus one half of one percent and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate; provided that in no event shall the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month interest periods on the date of determination of the Base Rate. The variable Base Rate has a floor of 2.75%.

The Eurocurrency Rate is the rate per annum equal to the British Bankers Association London Interbank Offered Rate ("BBA LIBOR") as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) two Business Days prior to the commencement of such interest period. The variable Eurocurrency rate has a floor of 1.75%. As of December 31, 2015 and December 31, 2014, the applicable interest rate on the Term Loan was 6.25%.

Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees

The letter of credit subfacility bears interest at the applicable margin for Eurocurrency Rate loans, which ranges from 4.0% to 4.5% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. The unused commitment fee on our Revolver ranges from 0.50% to 0.75% depending on the Secured Leverage Ratio, as defined in the Senior Credit Facility. Interest payments on both the letter of credit subfacility and unused commitments are payable quarterly in arrears. The applicable interest rates for our letter of credit subfacility were 4.25% and 4.00% as of December 31, 2015 and December 31, 2014, respectively. The applicable interest rate for our unused commitment fees was 0.50% as of December 31, 2015 and December 31, 2014, respectively. All of our letters of credit are also subject to a 0.25% fronting fee.

Principal Payments

Pursuant to the terms of our Term Loan, quarterly principal payments are required. However, certain principal prepayments made during the year ended December 30, 2011 were applied to the future scheduled maturities and satisfied our responsibility to make quarterly principal payments through July 7, 2016.

During the year ended December 31, 2015, we made no principal payments on the Term Loan. During the year ended December 31, 2014, we made principal payments of $90.0 million on the Term Loan. Deferred financing costs associated with the prepayments totaled $1.4 million and were expensed and included in Loss on early extinguishment of debt in our consolidated statement of operations for the year ended December 31, 2014. There were no penalties associated with the prepayments.

Our Senior Credit Facility contains an annual requirement to submit a portion of our Excess Cash Flow, as defined in the Senior Credit Facility, as additional principal payments. Based on our annual financial results for the year ended December 31, 2015, we are required to make an additional principal payment of $4.6 million under the Excess Cash Flow requirement by April 6, 2016. Certain other transactions can trigger mandatory principal payments such as tax refunds, a disposition of a portion of our business or a significant asset sale. We had no such transactions during the year ended December 31, 2015.

Covenants

The Senior Credit Facility contains financial, as well as non-financial, affirmative and negative covenants that we believe are usual and customary. These covenants, among other things, limit our ability to:

• declare dividends and make other distributions;

• redeem or repurchase our capital stock;

• prepay, redeem or repurchase certain of our indebtedness;

• grant liens;

• make loans or investments (including acquisitions);

• incur additional indebtedness;

• modify the terms of certain debt;

• restrict dividends from our subsidiaries;

• change our business or business of our subsidiaries;

• merge or enter into acquisitions;

• sell our assets;

• enter into transactions with our affiliates; and

• make capital expenditures.

In addition, the Senior Credit Facility contains two financial maintenance covenants, a maximum total leverage ratio and a minimum interest coverage ratio.

The total leverage ratio is the Consolidated Total Debt, as defined in the Senior Credit Facility, less unrestricted cash and cash equivalents (up to $75.0 million) to Consolidated EBITDA for the applicable period.

Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

The interest coverage ratio is the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the Senior Credit Facility. Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2015	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

As of December 31, 2015 and December 31, 2014, we were in compliance with our financial maintenance covenants.

Senior Unsecured Notes

On July 7, 2010, DynCorp International Inc. completed an offering of $455.0 million in aggregate principal of 10.375% senior unsecured notes due 2017 (the "Senior Unsecured Notes"). The initial purchasers were Bank of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 (the "Indenture"), by and among us, the guarantors party thereto (the "Guarantors"), including DynCorp International Inc., and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee. The Senior Unsecured Notes mature on July 1, 2017. Interest on the Senior Unsecured Notes is payable on January 1 and July 1 of each year, and commenced on January 1, 2011.

The Senior Unsecured Notes contain various covenants that restrict our ability to:

• incur additional indebtedness;

• make certain payments, including declaring or paying certain dividends;

• purchase or retire certain equity interests;

• retire subordinated indebtedness;

• make certain investments;

• sell assets;

• engage in certain transactions with affiliates;

• create liens on assets;

• make acquisitions; and

• engage in mergers or consolidations.

The aforementioned restrictions are considered to be in place unless we achieve investment grade ratings by both Moody’s Investor Services and Standard and Poors.

An event of default under the Senior Credit Facility based on a failure to pay the principal due at the scheduled maturity or upon acceleration would also cause an event of default under the Senior Unsecured Notes.

Call and Put Options

We can voluntarily settle all or a portion of the Senior Unsecured Notes at any time prior to maturity at an applicable redemption price plus the accrued and unpaid interest, if any, as of the applicable redemption date. The applicable redemption prices with respect to the Senior Unsecured Notes on any applicable redemption date if redeemed during the 12-month period commencing on July 1 of the years set forth below are as follows:

Year	Redemption Price
2015	102.6	%
2016 and thereafter	100.0	%

The Indenture requires us to offer to repurchase the Senior Unsecured Notes at defined prices in the event of certain asset sales and change of control events. In the case of Asset Sales (as defined in the Indenture), we are required under the Indenture to use the proceeds from such asset sales to either (i) prepay secured debt or nonguarantor debt, (ii) reinvest in our business or (iii) to the extent asset sale proceeds not applied in accordance with clause (i) or (ii) exceed $15.0 million, make an offer to repurchase the Senior Unsecured Notes at 100% of the principal amount thereof.

In the event of a change in control, each holder of the Senior Unsecured Notes will have the right to require the Company to repurchase some or all of the Senior Unsecured Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.

The fair value of the Senior Unsecured Notes is based on their quoted market value. As of December 31, 2015 and December 31, 2014, the quoted market value of the Senior Unsecured Notes was approximately 74.3% and 82.0%, respectively, of stated value.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Commitments

We have operating leases for the use of real estate and certain property and equipment which are either non-cancelable, cancelable only by the payment of penalties or cancelable upon one month’s notice. All lease payments are based on the lapse of time but include, in some cases, payments for insurance, maintenance and property taxes. There are no purchase options on operating leases at favorable terms, but most leases have one or more renewal options. Certain leases on real estate are subject to annual escalations for increases in base rents, utilities and property taxes. Lease rental expense was $49.6 million, $95.5 million, and $167.6 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. We have no significant long-term purchase agreements with service providers.

Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2015, are as follows:

Calendar Year	Real Estate		Equipment		Total
	(Amounts in thousands)
2016 (1)	$	14,837	$	6,343	$	21,180
2017	11,782		2,780		14,562
2018	9,488		176		9,664
2019	5,083		—		5,083
2020	4,125		—		4,125
Thereafter	10,261		—		10,261
Total	$	55,576	$	9,299	$	64,875

(1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

Contingencies

General Legal Matters

We are involved in various lawsuits and claims that arise in the normal course of business. We have established reserves for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to these matters have been recorded in "Other accrued liabilities" totaling approximately $5.1 million and $8.7 million as of December 31, 2015 and December 31, 2014, respectively. We believe that appropriate accruals have been established for such matters based on information currently available; however, some of the matters may involve compensatory, punitive, or other claims or sanctions that if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at December 31, 2015. These accrued reserves represent the best estimate of amounts believed to be our liability in a range of expected losses. In accordance with ASC 450 - Contingencies, in addition to matters that are considered probable and can be reasonably estimated, we also disclose certain matters considered reasonably possible. In addition to the disclosure requirements set forth in ASC 450-20, the Company also discloses any other contingencies for which the likelihood of an unfavorable outcome is remote but for which the Company believes are of such a significant nature that disclosure would benefit a user of our financial statements. Other than matters disclosed below, we believe the aggregate range of possible loss related to matters considered reasonably possible was not material as of December 31, 2015. Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such proceedings could (i) exceed the amounts accrued for probable matters; or (ii) require a reserve for a matter we did not originally believe to be probable or could be reasonably estimated. Such changes could be material to our financial condition, results of operations and cash flows in any particular reporting period. Our view of the matters not specifically disclosed could possibly change in future periods as events thereto unfold.

Pending Litigation and Claims

On December 4, 2006, December 29, 2006, March 14, 2007 and April 24, 2007, four lawsuits were served, seeking unspecified monetary damages against DynCorp International LLC and several of its former affiliates in the U.S. District Court for the Southern District of Florida, concerning the spraying of narcotic plant crops along the Colombian border adjacent to Ecuador. Three of the lawsuits, filed on behalf of the Provinces of Esmeraldas, Sucumbíos, and Carchi in Ecuador, allege violations of Ecuadorian law, International law, and statutory and common law tort violations, including negligence, trespass, and nuisance. The fourth lawsuit, filed on behalf of citizens of the Ecuadorian provinces of Esmeraldas and Sucumbíos, alleges personal injury, various counts of negligence, trespass, battery, assault, intentional infliction of emotional distress, violations of the Alien Tort Claims Act and various violations of International law. The four lawsuits were consolidated, and based on our motion granted by the court, the case was subsequently transferred to the U.S. District Court for the District of Columbia. On March 26, 2008, a First Amended Consolidated Complaint was filed that identified 3,266 individual plaintiffs. As of January 12, 2010, 1,256 of the plaintiffs have been dismissed by court orders and, on September 15, 2010, the Provinces of Esmeraldas, Sucumbíos, and Carchi were dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia. On May 30, 2014, the U.S. Court of Appeals for the District of Columbia affirmed the dismissal of the majority of the case, but remanded the case to the trial court concerning a few remaining tort claims. At this time, we believe the likelihood of an unfavorable outcome in this case is remote.

A lawsuit filed on September 11, 2001, and amended on March 24, 2008, seeking unspecified damages on behalf of twenty-six residents of the Sucumbíos Province in Ecuador, was brought against our operating company and several of its former affiliates in the U.S. District Court for the District of Columbia. The action alleges violations of the laws of nations and U.S. treaties, negligence, emotional distress, nuisance, battery, trespass, strict liability, and medical monitoring arising from the spraying of herbicides near the Ecuador-Colombia border in connection with the performance of the DoS, International Narcotics and Law Enforcement contract for the eradication of narcotic plant crops in Colombia. As of January 12, 2010, fifteen of the plaintiffs have been dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia, and the appeal is pending. The terms of the DoS contract provide that the DoS will indemnify our operating company against third-party liabilities arising out of the contract, subject to available funding. We are also entitled to indemnification by Computer Sciences Corporation, the Company's previous owners, in connection with this lawsuit, subject to certain limitations. Additionally, any damage award would have to be apportioned between the other defendants and our operating company. We believe that the likelihood of an unfavorable judgment in this matter is remote.

Arising out of the litigation described in the preceding two paragraphs, on September 22, 2008, we filed a separate lawsuit against our aviation insurance carriers seeking defense and coverage of the referenced claims. On November 9, 2009, the court granted our Partial Motion for Summary Judgment regarding the duty to defend, and the carriers have paid the majority of the litigation expenses. In a related action, the carriers filed a lawsuit against us on February 5, 2009, seeking rescission of certain aviation insurance policies based on an alleged misrepresentation by us concerning the existence of certain of the lawsuits relating to the eradication of narcotic plant crops. On May 19, 2010, our aviation insurance carriers filed a complaint against us seeking reformation of previously provided insurance policies and the elimination of coverage for aerial spraying. We believe the claims asserted by the insurance carriers are without merit and the likelihood of an unfavorable judgment in this matter is remote.

In 2009, we terminated for cause a contract to build the Akwa Ibom International Airport for the State of Akwa Ibom in Nigeria. Consequently, we terminated certain subcontracts and purchase orders the customer advised us it did not want to assume. Our termination of certain subcontracts not assumed by the customer, including our actions to recover against advance payment and performance guarantees established by the subcontractors for our benefit, was challenged in certain instances. In December 2011, the customer filed arbitration alleging fraud, gross negligence, contract violations, and conversion of funds and asserted damages of approximately $150.0 million. On April 22, 2015, the customer withdrew a substantial number of its claims and amended certain of those claims that remained in the case. In December 2015, the parties agreed to a settlement in which we paid $5.4 million and the matter in now closed.

In 2011, a former employee filed a lawsuit against us alleging a breach of a stock purchase agreement regarding the 2009 purchase of Phoenix Consulting Group. In 2012, the parties settled one of the claims and we successfully compelled arbitration on claims for a contingent “earn out” payment. In May 2015, the arbitrator awarded the claimed “earn out” payment, totaling approximately $3.3 million but denied the claim for pre-award interest on that payment. We have subsequently paid the award in full and recorded the charge for the claim.

In October 2007, we entered into a subcontract with Northrop Grumman Technical Services, Inc. (“Northrop”) to support Northrop’s prime contract with the Department of Defense Counter Narcotics Terrorism Program Office ("CNTPO"). We performed the services requested by Northrop, the government determined that it received “intended quality and skills of personnel,” and Northrop paid our invoices until July 2014. Subsequent to July 2014, Northrop stopped paying our periodic invoices. The contract operations ended on December 31, 2014. In March 2015, Northrop filed a civil action against us to obtain documents regarding our invoices and now asserts approximately $5 million in damages. We believe the damages asserted by Northrop represent a loss contingency that is remote. In September 2015, we filed an Answer and Counterclaim seeking approximately $41.0 million for unpaid invoices. An unfavorable judgment which denies us a substantial amount of the full amount owed to us could have a material effect on our operating performance.

U.S. Government Investigations

We primarily sell our services to the U.S. government. These contracts are subject to extensive legal and regulatory requirements, and we are occasionally the subject of investigations by various agencies of the U.S. government who investigate whether our operations are being conducted in accordance with these requirements, including as previously disclosed in our periodic filings, the Special Inspector General for Iraq Reconstruction report regarding certain reimbursements and the U.S. Department of State Office of Inspector General's records subpoena with respect to Civilian Police ("CivPol"). Such investigations, whether related to our U.S. government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future U.S. government contracting. U.S. government investigations often take years to complete and many result in adverse action against us. We believe that any adverse actions arising from such matters could have a material effect on our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government and could have a material effect on our operating performance.

On February 24, 2012, we were advised by the Department of Justice Civil Litigation Division that they are conducting an investigation regarding the CivPol and Department of State Advisor Support Mission ("DASM") contracts in Iraq and Corporate Bank, a former subcontractor. The issues include allowable hours worked under a specific task order and invoices to the Department of State for certain hotel leasing, labor rates and overhead within the 2003 to 2008 timeframe. The Department of Justice Civil Litigation Division has requested information from the Company, and we are fully cooperating with the government’s review. If our operations are found to be in violation of any laws or government regulations, we may be subject to penalties, damages or fines, any or all of which could adversely affect our financial results. At this time, an estimate or a range of potential damages is not possible as this matter is still under review by the Department of Justice and no formal complaint has been filed.

U.S. Government Audits

Our contracts are regularly audited by the Defense Contract Audit Agency ("DCAA") and other government agencies. These agencies review our contract performance, cost structure and compliance with applicable laws, regulations and standards. The government also reviews the adequacy of, and our compliance with, our internal control systems and policies, including our purchasing, property, estimating, accounting and material management business systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. The DCAA will in some cases issue a Form 1 representing the non-conformance of such costs or requirements as it relates to our government contracts. If we are unable to provide sufficient evidence of the costs in question, the costs could be suspended or disallowed which could be material to our financial statements. Government contract payments received by us for direct and indirect costs are subject to adjustment after government audit and repayment to the government if the payments exceed allowable costs as defined in the government regulations.

We have received a series of audit reports from the DCAA, some of which have resulted in Form 1s, related to their examination of certain incurred, invoiced and reimbursed costs on our CivPol program. The Form 1s identify several cost categories where the DCAA has asserted instances of potential deviations from the explicit terms of the contract or from certain provisions of government regulations. The asserted amounts are derived from extrapolation methodologies used to estimate potential exposure amounts for the cost categories. Over the past several years, we have worked with the DCAA and our customer in resolving matters inclusive in the Form 1s as well as other transmittals. We have provided responses to the DCAA and the Department of State that have articulated our position on each issue and have attempted to answer their questions and provide clarification of the facts to resolve the issues raised. We have also sought to obtain clarification from our customer through formal contract modifications in an attempt to assist the DCAA in closing these issues.

We believe the majority of these issues will continue to be resolved and thus represent loss contingencies that we consider remote. For the remaining issues, which total approximately $7.7 million, we believe the DCAA did not consider certain contractual provisions and long standing patterns of dealing with the customer. Since we cannot reasonably estimate the DCAA's acceptance of our initial responses and the ultimate outcome related to these remaining issues we believe these items represent loss contingencies that we consider reasonably possible. However, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer and the DCAA in providing clarification of the facts and circumstances surrounding the issues.

On April 30, 2013, we received several Form 1s from the DCAA for the periods ranging between 2000 to 2011 on the War Reserve Materiel program related to concerns on items such as the adequacy of documentation and reasonableness of costs. We are working with the Air Force to resolve these questions. Based on our recent correspondence with the customer, a substantial portion of these items represent loss contingencies that are remote. The remaining portion of these items totaling $1.8 million represent loss contingencies that we consider reasonably possible; however, we do anticipate resolving these contingencies for an immaterial amount as we continue to work with the customer.

Foreign Contingencies

On January 22, 2014, a tax assessment from the Large Tax Office of the Afghanistan Ministry of Finance (“MOF”) was received, seeking approximately $64.2 million in taxes and penalties specific to one of our business licenses in Afghanistan for periods between 2009 to 2012. The majority of this assessment was income tax related; however, $10.2 million of the assessed amount is non-income tax related and represents loss contingencies that we consider reasonably possible. We filed our initial appeal of the assessment with the MOF on February 19, 2014. In May 2014, the MOF ruled in our favor for the income tax related issue which totaled approximately $54.0 million. We are still working with the MOF to remove the assessment on the remaining non-income tax related items. As of December 31, 2015, a reasonable estimate of loss or range of loss could not be made as we could not reasonably estimate the ultimate outcome related to the issues assessed.

Credit Risk

We are subject to concentrations of credit risk primarily by virtue of our accounts receivable. Departments and agencies of the U.S. federal government account for all but minor portions of our customer base, minimizing this credit risk. Furthermore, we continuously review all accounts receivable and record provisions for doubtful accounts when necessary.

Risk Management Liabilities and Reserves

We are insured for domestic workers' compensation liabilities and a significant portion of our employee medical costs. However, we bear risk for a portion of claims pursuant to the terms of the applicable insurance contracts. We account for these programs based on actuarial estimates of the amount of loss inherent in that period's claims, including losses for which claims have not been reported of $11.0 million and $11.4 million as of December 31, 2015 and December 31, 2014, respectively. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events. We limit our risk by purchasing stop-loss insurance policies for significant claims incurred for both domestic workers' compensation liabilities and medical costs. Our exposure under the stop-loss policies for domestic workers' compensation and medical costs is limited based on fixed dollar amounts. For domestic worker's compensation and employer's liability under state and federal law, the fixed-dollar amount of stop-loss coverage is $1.0 million per occurrence on most policies; but, $0.25 million on a California based policy. For medical costs, the fixed dollar amount of stop-loss coverage is from $0.25 million to $0.75 million for total costs per covered participant per calendar year.

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Equity

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Equity

Equity

At April 1, 2010 (inception), 100 common shares were issued and, as of December 31, 2015, 100 shares remain issued and outstanding as there have been no further issuances of common shares since that date. During the period from April 1, 2010 (inception) through December 31, 2010, our equity was impacted by a capital contribution of $550.9 million in connection with the merger entered into on July 7, 2010.

Share Based Payments

On December 17, 2013, certain members of management and outside directors were awarded Class B interests in DynCorp Management LLC (“DynCorp Management”). DynCorp Management LLC conducts no operations and was established for the purpose of holding equity in our Company. DynCorp Management LLC authorized 100,000 Class B shares as available for issuance and approved 7,246 Class B-1 Interests and 380 Class B-2 Interests to certain members of management and outside directors of Defco Holdings, Inc. (“Holdings”), the non-member manager, and its subsidiaries, including Delta Tucker Holdings, Inc. All of DynCorp International Inc.'s issued and outstanding common stock is owned by the Company, and all of the Company's issued and outstanding common stock is owned by our parent, Holdings. The grant and vesting of the awards is contingent upon the executives' consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements. As of December 31, 2013 consents were received from members of management and outside directors with grants totaling 3,144 shares. Grants and the receipt of consents to the terms and conditions totaled 4,339 Class B-1 Interests during the year ended December 31, 2014. There were no new grants issued to any of our members of management in calendar year 2015.

The Class B-1 Interests are subject to (i) time-based vesting in separate tranches based on the participants’ hire date (each such date a “Vesting Date”); (ii) acceleration of vesting in certain circumstances (such as in the event of a change in control or termination of the executive without cause); and (iii) continued employment of the member of management by Holdings or its subsidiaries through the applicable vesting dates.

Class B-1 Interests held by participants hired in 2013 shall vest in 5 equal 20% installments on each of the grant dates of the Class B-1 Interests, July 15, 2014, July 15, 2015, July 15, 2016 and July 15, 2017. Class B-1 Interests Participants hired in 2012 shall vest with respect to 30% of the Class B-1 Interests on the grant date, an additional 20% on July 15, 2014, 20% on July 15, 2015 and with respect to the remaining Class B-1 Interests on July 15, 2016. Class B-1 Interests Participants hired in 2010 and 2011 shall vest with respect to 40% of the Class B-1 Interests as of the grant date, an additional 20% on July 15, 2014 and with respect to the remaining Class B-1 Interests on July 15, 2015.

A summary of the Class B Interest plans activity for the years ended December 31, 2015 and December 31, 2014 is as follows:

	Number of Interests
Outstanding at December 31, 2013	3,144
Granted:
Class B-1	4,339
Class B-2	—
Exercised	—
Forfeited or expired	(1,582	)
Outstanding at December 31, 2014	5,901
Granted:
Class B-1	—
Class B-2	—
Exercised	—
Forfeited or expired	(135	)
Outstanding at December 31, 2015	5,766

Awards to our management team consist of options qualifying as profits interests under Revenue Procedure 93-27, that are exercisable only upon a change in control as defined in the Plan. The awards do not expire and the awards do not have a fixed strike price. The value of the Class B Interest as of the grant date is calculated using a Monte Carlo simulation consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” and is amortized over the respective vesting period. The Monte Carlo simulation, similar to a Black-Scholes option pricing formula, requires the input of subjective assumptions, including the estimated life of the interest and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility of the market-based guideline companies as a basis for projecting the expected volatility of the underlying Class B interest and estimated the expected life of our Class B grants to be 4 years as of the grant date. The 2013 fair value utilized for determining the profits interests for Class B-1 and B-2 interests was $819.26 and $258.30, respectively. The initial fair value was utilized for all grants through the period ending March 28, 2014. After the period ending March 28, 2014, another valuation was performed to determine the fair value of future grants resulting in the 670 Class B-1 interests granted after March 28, 2014 having a fair value of $32.73. The weighted-average assumptions used in the valuation for grants issued after March 28, 2014 included expected volatility of 36.0%, risk-free interest rate of 1.1%, expected yield of 8.0%, a remaining expected life of 2.8 years, and a forfeiture rate of 8.0%. There were no applicable weighted-average assumptions in calendar year 2015 as there were no additional grants issued. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our Class B grants.

The total grant date fair value of all options granted during 2015 and 2014 was $0 and $4.6 million, respectively. Total compensation cost expensed for the years ended December 31, 2015 and December 31, 2014 was $0.4 million and $3.2 million, respectively.

The following is a summary of the changes in non-vested shares for the years ended December 31, 2015 and December 31, 2014:

	Number of Shares
Non-vested shares at December 31, 2013	2,123
Granted	4,339
Vested	(3,646	)
Forfeited	(1,582	)
Non-vested shares at December 31, 2014	1,234
Granted	—
Vested	(893	)
Forfeited	(135	)
Non-vested shares at December 31, 2015	206

As of December 31, 2015, the total compensation cost related to the non-vested Class B awards, not yet recognized, was $0.1 million which will be recognized over a weighted average period of approximately 0.3 years.

Long-Term Incentive Bonus

On December 17, 2013 the Company approved a long-term cash incentive bonus for certain members of management and outside directors, where in the event of a change in control, subject to the various members of management continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the various members of management shall be eligible to receive a cash incentive bonus. As of December 31, 2015 there was no impact to the financial statements as no triggering event had occurred.

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Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

Fair Value of Financial Assets and Liabilities

ASC 820 — Fair Value Measurements and Disclosures establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

• Level 1, defined as observable inputs such as quoted prices in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and borrowings. Because of the short-term nature of cash and cash equivalents, accounts receivable and accounts payable, the fair value of these instruments approximates the carrying value. Our estimate of the fair value of our long-term debt is based on Level 1 and Level 2 inputs, as defined above.

	As of
	December 31, 2015						December 31, 2014
	Carrying			Fair			Carrying		Fair
(Amounts in thousands)	Amount			Value			Amount		Value
10.375% senior unsecured notes	$	455,000		$	337,838		$	455,000	$	373,100
Term loan	187,272			179,781			187,272		185,868
Total indebtedness	642,272			517,619			642,272		558,968
Less current portion of long-term debt	(187,272		)	(179,781		)	—		—
Total long-term debt	$	455,000		$	337,838		$	642,272	$	558,968

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Segment and Geographic Information

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Segment and Geographic Information

Segment and Geographic Information

We have two operating and reporting segments: DynAviation and DynLogistics. The DynAviation and DynLogistics segments operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. federal agencies.

The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Revenue
DynAviation	$	1,276,062		$	1,204,417		$	1,373,635
DynLogistics	647,142			1,045,200			1,920,715
Headquarters / Other (1)	(27		)	2,692			(7,166		)
Total revenue	$	1,923,177		$	2,252,309		$	3,287,184
Operating (loss) / income
DynAviation	$	(69,240	)	$	(61,501	)	$	(194,701	)
DynLogistics	42,496			(67,097		)	36,243
Headquarters / Other (2)	(47,975		)	(91,348		)	(48,322		)
Total operating loss	$	(74,719	)	$	(219,946	)	$	(206,780	)
Depreciation and amortization
DynAviation	$	2,473		$	1,665		$	1,628
DynLogistics	250			55			543
Headquarters / Other	34,531			47,987			48,108
Total depreciation and amortization (3)	$	37,254		$	49,707		$	50,279

(1) Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(2) Headquarters operating expenses primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, partially offset by equity method investee income.

(3) Includes amounts in Cost of services of $2.3 million, $1.1 million and $1.7 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

	As of
	December 31, 2015		December 31, 2014		December 31, 2013
(Amounts in thousands)
Assets
DynAviation	$	351,627	$	393,246	$	447,646
DynLogistics	173,036		299,961		591,304
Headquarters / Other (1)	265,267		289,280		460,971
Total assets	$	789,930	$	982,487	$	1,499,921

(1) Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

Geographic Information — Revenue by geography is determined based on the location of services provided.

	For the years ended
	December 31, 2015				December 31, 2014				December 31, 2013
(Amounts in thousands)
United States	$	658,639	34	%	$	612,220	27	%	$	695,772	21	%
Afghanistan	648,058		34	%	1,003,205		45	%	1,845,234		56	%
Middle East (1)	407,521		21	%	387,021		17	%	534,861		16	%
Other Americas	76,746		4	%	84,424		4	%	87,759		3	%
Europe	70,456		4	%	53,853		2	%	52,365		2	%
Asia-Pacific	29,362		1	%	41,953		2	%	46,170		1	%
Other	32,395		2	%	69,633		3	%	25,023		1	%
Total revenue	$	1,923,177	100	%	$	2,252,309	100	%	$	3,287,184	100	%

(1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2015.

Revenue from the U.S. government accounted for approximately 93%, 94% and 96% of total revenue for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. As of December 31, 2015 and December 31, 2014 accounts receivable due from the U.S. government represented over 90% and 88% of total accounts receivable, respectively.

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Related Parties, Joint Ventures and Variable Interest Entities

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Related Parties, Joint Ventures and Variable Interest Entities

Related Parties, Joint Ventures and Variable Interest Entities

Consulting Fees

We have a Master Consulting and Advisory Services agreement ("COAC Agreement") with Cerberus Operations and Advisory Company, LLC, where, pursuant to the terms of the agreement, they make personnel available to us for the purpose of providing reasonably requested business advisory services. The services are priced on a case by case basis depending on the requirements of the project and agreements in pricing. We incurred $8.1 million, $4.9 million and $4.6 million of consulting fees on a gross basis before considering the effect of our contract mix which provides for partial recovery in conjunction with the COAC Agreement during years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

We have three executives who are Cerberus Operations and Advisory Company, LLC (“COAC”) employees, who are seconded to us: (i) our former Interim Chief Executive Officer and now non-executive chairman of our Board of Directors; (ii) our Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary; and (iii) our Senior Vice President, DynGlobal. Inclusive of the $8.1 million and $4.9 million recognized during the years ended December 31, 2015 and December 31, 2014 in COAC consulting fees, respectively, we recognized $4.2 million and $1.3 million of administrative expense in conjunction with these COAC employees for the years ended December 31, 2015 and December 31, 2014, respectively.

Certain members of executive management and board members of the Company and seconded COAC individuals have agreements and conduct business with Cerberus and its affiliates for which they receive compensation. We recognize such compensation as an expense in the consolidated financial statements.

Joint Ventures and Variable Interest Entities

Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows:

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions ("GLS")	51	%
DynCorp International FZ - LLC ("DIFZ")	25	%
Babcock DynCorp Limited ("Babcock")	44	%

We account for our investments in VIEs in accordance with ASC 810 - Consolidation. In cases where we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, we consolidate the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method. As of December 31, 2015, we accounted for PaTH, CRS, Babcock, GRS and GLS as equity method investments. Alternatively, we consolidated DIFZ based on the aforementioned criteria. We present our share of the PaTH, CRS, GRS and GLS earnings in Earnings from equity method investees as these joint ventures are considered operationally integral. Alternatively, we present our share of the Babcock earnings in Other income, net as it is not considered operationally integral.

PaTH is a joint venture formed in May 2006 with two other partners for the purpose of procuring government contracts with the Federal Emergency Management Authority.

CRS is a joint venture formed in March 2006 with two other partners for the purpose of procuring government contracts with the U.S. Navy.

The GRS joint venture was formed in August 2010 with one partner for the purpose of procuring government contracts with the U.S. Navy.

GLSis a joint venture formed in August 2006 between DynCorp International LLC and AECOM's National Security Programs unit for the purpose of procuring government contracts with the U.S. Army. We incur costs on behalf of GLS related to the normal operations of the venture. However, these costs typically support revenue billable to our customer.

We own 25% of DIFZ but exercise power over activities that significantly impact DIFZ's economic performance.

Babcock is a joint venture formed in January 2005 and currently provides services to the British Ministry of Defence. The economic rights in the Babcock joint venture are not considered operationally integral to the Company.

Receivables due from our unconsolidated joint ventures totaled $0.5 million and $1.5 million as of December 31, 2015, December 31, 2014, respectively. These receivables are a result of items purchased and services rendered by us on behalf of our unconsolidated joint ventures. We have assessed these receivables as having minimal collection risk based on our historic experience with these joint ventures and our inherent influence through our ownership interest. The related revenue we earned from our unconsolidated joint ventures totaled $0.4 million, $3.9 million, and $8.6 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. Additionally, we earned $4.0 million, $12.4 million, and $3.7 million in equity method income (includes operationally integral and non-integral income) for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

GLS’ revenue was $27.8 million, $20.5 million and $21.8 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. GLS incurred an operating and net loss of $2.8 million, $6.0 million and $3.6 million for the years ended December 31, 2015, December 31, 2014, and December 31, 2013, respectively. GLS paid cash dividends of $18.8 million during the year ended December 31, 2014. Based on our 51% ownership in GLS, we recognized $9.6 million in equity method income during the year ended December 31, 2014. GLS did not pay a cash dividend during the year ended December 31, 2015.

We currently hold one promissory note included in Other assets on our consolidated balance sheet from Palm Trading Investment Corp, which had an aggregate initial value of $9.2 million. The loan balance outstanding was $2.5 million and $2.9 million as of December 31, 2015 and December 31, 2014, respectively, reflecting the initial value plus accrued interest, less payments against the promissory note. The fair value of the note receivable is not materially different from its carrying value.

As discussed above and in accordance with ASC 810 - Consolidation, we consolidate DIFZ. The following tables present selected financial information for DIFZ as of December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, December 31, 2014 and December 31, 2013:

	As of
(Amounts in millions)	December 31, 2015		December 31, 2014
Assets	$	4.7	$	4.7
Liabilities	1.1		1.5

	For the years ended
(Amounts in millions)	December 31, 2015		December 31, 2014		December 31, 2013
Revenue	$	216.1	$	297.7	$	414.4

The following tables present selected financial information for our equity method investees as of December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, December 31, 2014 and December 31, 2013:

	As of
(Amounts in millions)	December 31, 2015		December 31, 2014
Current assets	$	32.2	$	65.8
Total assets	32.2		65.9
Current liabilities	12.5		44.4
Total liabilities	12.5		44.4

	For the years ended
(Amounts in millions)	December 31, 2015		December 31, 2014		December 31, 2013
Revenue	$	101.8	$	233.1	$	203.1
Gross profit	14.8		20.7		15.9
Net income	11.4		14.4		10.7

Many of our joint ventures and VIEs only perform on a single contract. The modification or termination of a contract under a joint venture or VIE could trigger an impairment in the fair value of our investment in these entities. In the aggregate, our maximum exposure to losses as a result of our investment consists of our (i) $6.7 million investment in unconsolidated subsidiaries, (ii) $0.5 million in receivables from our unconsolidated joint ventures, (iii) $2.5 million of notes receivable from Palm Trading Investment Corp, and (iv) contingent liabilities that were neither probable nor reasonably estimable as of December 31, 2015.

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Collaborative Arrangements

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaborative Arrangements

Collaborative Arrangements

We have historically participated in a collaborative arrangement with CH2M Hill on the LOGCAP IV program. The collaborative arrangement shared some of the risks and profit associated with this U.S. government contract and was accounted for under ASC 808 - Collaborative Arrangements where we recorded revenue gross as the principal participant. The cash inflows and outflows, as well as expenses incurred, were recorded in Cost of services in the period realized. Through August 25, 2015, our share of the profits was 70%.

On August 25, 2015, we executed an agreement with CH2M Hill to end our collaborative arrangement on the LOGCAP IV contract. Subsequent to August 25, 2015, we no longer shared any of the risks or profit associated with the contract.

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Consolidating Financial Statements of Subsidiary Guarantors

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidating Financial Statements of Subsidiary Guarantors

Consolidating Financial Statements of Subsidiary Guarantors

The Senior Unsecured Notes issued by DynCorp International Inc. ("Subsidiary Issuer") and the Senior Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Company ("Parent") and all of the domestic subsidiaries of Subsidiary Issuer: DynCorp International LLC, DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, DIV Capital Corporation, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Management and Consulting Services LLC, Worldwide Recruiting and Staffing Services LLC, Heliworks LLC, Phoenix Consulting Group LLC and Casals & Associates, Inc. ("Subsidiary Guarantors"). Each of the Subsidiary Issuer and the Subsidiary Guarantors is 100% owned by the Company. Under the indenture governing the Senior Unsecured Notes, a guarantee of a Subsidiary Guarantor will terminate upon the following customary circumstances: (i) the sale of the capital stock of such Subsidiary Guarantor if such sale complies with the indenture; (ii) the designation of such Subsidiary Guarantor as an unrestricted subsidiary; (iii) if such Subsidiary Guarantor no longer guarantees certain other indebtedness of the Subsidiary Issuer or (iv) the defeasance or discharge of the indenture.

The following condensed consolidating financial statements present (i) condensed consolidating balance sheets as of December 31, 2015 and December 31, 2014 (ii) the condensed consolidating statement of operations and comprehensive loss for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, (iii) condensed consolidating statements of cash flows for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 and (iv) elimination entries necessary to consolidate Parent and its subsidiaries.

The Parent company, the Subsidiary Issuer, the combined Subsidiary Guarantors and the combined subsidiary non-guarantors account for their investments in subsidiaries using the equity method of accounting; therefore, the Parent column reflects the equity income of the subsidiary and its subsidiary guarantors, and subsidiary non-guarantors. Additionally, the Subsidiary Guarantors’ column reflects the equity income of its subsidiary non-guarantors.

DynCorp International, Inc. is considered the Subsidiary Issuer as it issued the Senior Unsecured Notes.

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Subsequent Events

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

We evaluated potential subsequent events occurring after the period end date and determined no subsequent events merited disclosure for the year ended December 31, 2015, except as disclosed within the Notes to the consolidated financial statements.

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Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2015

Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

Valuation and Qualifying Accounts

Delta Tucker Holdings, Inc.

For the years ended December 31, 2015, December 31, 2014 and December 31, 2013

(Amount in thousands)	Beginning of Period		Additions		Deductions from Reserve (1)			End of Period
Allowance for doubtful accounts:
December 31, 2012 — December 31, 2013	$	1,481	$	1,531	$	(1,391	)	$	1,621
December 31, 2013 — December 31, 2014	$	1,621	$	3,269	$	(154	)	$	4,736
December 31, 2014 — December 31, 2015 (2)	$	4,736	$	15,314	$	(3,767	)	$	16,283

(1) Deductions from reserve represents accounts written off, net of recoveries.

(2) Additions in 2015 primarily driven by a balance sheet reclassification related to amounts billed during the year.

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Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Registrant

Condensed Financial Information of Registrant

DELTA TUCKER HOLDINGS, INC.

CONDENSED BALANCE SHEETS

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Other assets, net	$	—		$	558
Total assets	$	—		$	558
Liabilities	$	213,962		$	83,324
Deficit	(213,962		)	(82,766		)
Total liabilities and deficit	$	—		$	558

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Equity in income of subsidiaries, net of tax	$	(132,602	)	$	(269,780	)	$	(253,736	)
Income before income taxes	(132,602		)	(269,780		)	(253,736		)
Income tax benefit	—			—			—
Net loss	$	(132,602	)	$	(269,780	)	$	(253,736	)

See notes to this schedule

DELTA TUCKER HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Net cash from operating activities	$	563		$	333		$	461
Net cash from investing activities	—			—			—
Net cash from financing activities	(563		)	(333		)	(461		)
Net change in cash and cash equivalent	—			—			—
Cash and cash equivalents, beginning of period	—			—			—
Cash and cash equivalents, end of period	$	—		$	—		$	—

See notes to this schedule

Schedule I - Condensed Financial Information

Delta Tucker Holdings, Inc.

Notes to Schedule

Note 1 — Basis of Presentation

Pursuant to rules and regulations of the SEC, the condensed financial statements of Delta Tucker Holdings Inc. do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these financial statements should be read in conjunction with our consolidated financial statements and related notes.

Accounting for subsidiaries — We have accounted for the income of our subsidiaries under the equity method in the condensed financial statements.

Note 2 — Dividends Received from Consolidated Subsidiaries

We have received no dividends from our consolidated subsidiaries including DynCorp International Inc. which has covenants related to its long-term debt, including restrictions on dividend payments as of December 31, 2015. As the parent guarantor to DynCorp International Inc., we are subject to certain restrictions set forth under the Senior Credit Facility, including restrictions on the payment of dividends. As we are the holding company of DynCorp International Inc. and have no independent operations apart from DynCorp International Inc. and no assets other than our investment in DynCorp International Inc. and associated deferred taxes, our retained earnings and net income are fully encumbered by these restrictions.

Note 3 — Equity

Our equity was initially comprised of a capital contribution of $550.9 million. Between our inception and December 31, 2015, our equity has been impacted by our earnings, changes in other comprehensive loss and additional paid in capital.

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Significant Accounting Policies and Accounting Developments (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Pending Debt Maturities

Pending Debt Maturities

As described in Note 7, our Senior Credit Facility and Senior Unsecured Notes mature on July 7, 2016 and July 1, 2017, respectively. As of December 31, 2015, the total outstanding principal amount of the Company’s indebtedness was $642.3 million, consisting of $187.3 million of borrowings under the Senior Credit Facility and $455.0 million of the Senior Unsecured Notes. In the absence of a refinancing transaction or series of transactions, the Company does not have sufficient projected cash flows to pay the principal and accumulated unpaid interest on the Senior Credit Facility and Senior Unsecured Notes when those instruments mature on July 7, 2016 and July 1, 2017, respectively. As described below, the Company has received a waiver until April 30, 2016 related to a covenant violation that could significantly accelerate the maturity of these instruments.

The Company is actively engaged in the process of addressing the upcoming debt maturities by refinancing the Senior Credit Facility and the Senior Unsecured Notes. However, there can be no assurances that we will be able to do so with terms that are favorable to us or at all. If we are unable to enter into an amendment to extend the maturity or otherwise refinance the Senior Credit Facility prior to: (i) the expiration of the waiver related to the covenant violation discussed below, (ii) the scheduled maturity date of the Senior Credit Facility, or (iii) any other event which could result in an acceleration of the maturity date, then the failure to pay all amounts due under the Senior Credit Facility at maturity or upon acceleration would be an event of default under the Senior Credit Facility. This potential outcome results in significant doubt in the Company's ability to continue as a going concern. Such an event of default to pay the principal due at the scheduled maturity under or upon acceleration of the Senior Credit Facility would also cause an event of default under the Senior Unsecured Notes.

The consolidated financial statements included in this Annual Report on Form 10-K have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not reflect any adjustments that might result from the outcome of the uncertainties as discussed above.

The Company's Senior Credit Facility requires that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company's ability to continue as a going concern. The Company has obtained approval from its lenders under its Senior Credit Facility to waive this specific requirement until April 30, 2016 in order to provide additional time to address its upcoming debt maturities.

Fiscal Year

Fiscal Year

The Company's quarterly periods end on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation. In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method.

The Company classifies its equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating loss in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations.

Noncontrolling interests

Noncontrolling Interests

We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the consolidated statements of operations as an increase or reduction in arriving at "Net (loss) income attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ.

Revenue Recognition and Cost Estimation on Long-Term Contracts

Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory.

Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services.

Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available. Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price.

Revenue Recognition and Cost Estimation on Long-Term Contracts

General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts.

Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment.

Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time.         

We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows.

For the year ended December 31, 2014, the Company classified the long-term portion of restricted cash related to a legal matter in long term assets in our consolidated balance sheets as these amounts were restricted for periods that exceeded one year from the balance sheet date.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results.

Property and Equipment

Property and Equipment

The cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

Customer Related Intangible Assets

Customer Related Intangible Assets

The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group is less than its carrying value. In that case, a loss is recognized based on the amount by which the carrying value exceeds the fair value.

Indefinite-Lived Assets and Goodwill

Indefinite-Lived Assets and Goodwill

Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of the impairment loss, if any.

Income Taxes

Income Taxes

We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S., and by various government agencies representing several jurisdictions outside the U.S.

We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with GAAP. Deferred income tax assets and liabilities are computed quarterly for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period.

We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position.

To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes.

Share Based Compensation

Share Based Compensation

We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation.

Currency Translation

Currency Translation

The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income. Our foreign currency transactional gains and losses were not material for the calendar years ended December 31, 2015, December 31, 2014 and December 31, 2013.

Operating Segments

Operating Segments

Our business is aligned into two operating and reporting segments, DynAviation and DynLogistics. Our chief operating decision maker assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts.

Accounting Developments

Accounting Developments

Pronouncements Issued

In January 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from GAAP the concept of extraordinary items. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 changes the consolidation guidance to address concerns of stakeholders that current accounting for certain legal entities might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. ASU 2015-02 will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently evaluating both methods of adoption as well as the effect ASU 2015-02 will have on our consolidated financial position, results of operations and cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset, consistent with debt discounts. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update is effective for fiscal years beginning after December 15, 2015, and required retrospective application. Early adoption is permitted for financial statements that have not been previously issued. We have chosen not to early adopt ASU 2015-03. When we adopt ASU 2015-03, our current deferred financing costs, net, and deferred financing costs, net, will be presented as current liabilities and long term liabilities, respectively, in the consolidated balance sheets. See Note 2 for further discussion of deferred financing costs.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires an entity who measures inventory using FIFO or average cost to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs. The update is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2016 and applied prospectively. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2015-11 on our consolidated financial position.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a single set of comprehensive principles for recognizing revenue under GAAP. In April 2015, the FASB deferred the effective date of the new standard to January 1, 2018. The standard permits the use of either the retrospective or modified-retrospective method. We are currently evaluating both methods of adoption as well as the effect ASU 2014-09 will have on our consolidated financial position, results of operations and cash flows.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent amounts in a classified statement of financial position. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent in a statement of financial position. This standard is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. We are currently evaluating the potential effects of the adoption of ASU 2015-17 on our consolidated financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the potential effects of the adoption of ASU 2016-02 on our consolidated financial statements.

Other accounting standards updates effective after December 31, 2015 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows.

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Significant Accounting Policies and Accounting Developments (Tables)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Variable Interest Entity ownership percentages

Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions LLC ("GLS")	51	%

Equity Method Investment ownership percentages

Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.

Babcock DynCorp Limited ("Babcock") 44 %

Aggregate gross favorable and unfavorable adjustments to income (loss) before income taxes

The following table presents the aggregate gross favorable and unfavorable adjustments to income before taxes resulting from changes in contract estimates for the years ended December 31, 2015, December 31, 2014 and December 31, 2013.

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in millions)
Gross favorable adjustments	$	29.2		$	7.4		$	45.8
Gross unfavorable adjustments	(3.3		)	(53.9		)	(20.7		)
Net adjustments	$	25.9		$	(46.5	)	$	25.1

Summary of standard depreciation and amortization policies

Our standard depreciation and amortization policies are as follows:

Computer and related equipment	3 to 5 years
Equipment and Other	2 to 10 years
Leasehold improvements	Shorter of lease term or useful life

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Composition of Certain Financial Statement Captions (Tables)

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Prepaid expenses and other current assets

Prepaid expenses and other current assets

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Prepaid expenses	$	30,985	$	30,821
Income tax refunds receivable	204		655
Inventories	14,776		25,198
Aircraft parts inventory held on consignment	—		2,278
Work-in-process inventory, net	1,733		5,772
Joint venture receivables	460		1,497
Current deferred financing costs, net	2,406		—
Other current assets	7,525		7,979
Total prepaid expenses and other current assets	$	58,089	$	74,200

Property and equipment, net

Property and equipment, net

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Helicopters	$	983		$	7,108
Computers and other equipment	10,392			11,061
Leasehold improvements	19,639			19,055
Office furniture and fixtures	4,541			4,203
Gross property and equipment	35,555			41,427
Less accumulated depreciation	(19,861		)	(17,641		)
Total property and equipment, net	$	15,694		$	23,786

Other assets, net

Other assets, net

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Deferred financing costs, net	$	2,835	$	11,775
Investment in affiliates	6,712		8,191
Palm promissory notes, long-term portion	2,079		2,853
Other	3,536		4,697
Total other assets, net	$	15,162	$	27,516

Accrued payroll and employee costs

Accrued payroll and employee costs

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Wages, compensation and other benefits	$	85,216	$	74,416
Accrued vacation	14,433		18,889
Accrued contributions to employee benefit plans	1,032		402
Total accrued payroll and employee costs	$	100,681	$	93,707

Accrued liabilities

Accrued liabilities

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Customer liability	$	21,183	$	22,635
Accrued insurance	35,530		20,551
Accrued interest	24,370		24,250
Unrecognized tax benefit	—		7,999
Contract losses	15,718		27,864
Legal reserves	5,063		8,657
Subcontractor retention	1,646		1,761
Financed insurance	—		2,055
Other	11,208		14,254
Total accrued liabilities	$	114,718	$	130,026

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill balances for segments

The carrying amount of goodwill, by segment, was as follows:

(Amounts in thousands)	DynAviation			DynLogistics			Total
Balance as of December 31, 2013	$	160,932		$	132,835		$	293,767
Impairment of goodwill	(74,137		)	(90,742		)	(164,879		)
Balance as of December 31, 2014	86,795			42,093			128,888
Impairment of goodwill	(86,795		)	—			(86,795		)
Balance as of December 31, 2015	$	—		$	42,093		$	42,093

Information about changes relating to certain intangible assets

The following tables provide information about changes relating to certain intangible assets:

	December 31, 2015
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Transfer to Assets Held for Sale			Net
Other intangible assets:
Customer-related intangible assets	4.0	$	252,615	$	(142,020	)	$	—		$	—		$	110,595
Other
Finite-lived	0.7	13,325		(10,430		)	—			(11		)	2,884
Indefinite-lived		5,059		—			(5,059		)	—			—
Total other intangibles		$	270,999	$	(152,450	)	$	(5,059	)	$	(11	)	$	113,479
Tradenames:
Finite-lived	0.0	$	869	$	(869	)	$	—		$	—		$	—
Indefinite-lived		28,700		—			(164		)	—			28,536
Total tradenames		$	29,569	$	(869	)	$	(164	)	$	—		$	28,536

	December 31, 2014
(Amounts in thousands, except years)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Impairment			Net
Other intangible assets:
Customer-related intangible assets	4.6	$	350,912	$	(178,126	)	$	(33,388	)	$	139,398
Other
Finite-lived	4.8	15,418		(10,395		)	—			5,023
Indefinite-lived		5,059		—			—			5,059
Total other intangibles		$	371,389	$	(188,521	)	$	(33,388	)	$	149,480
Tradenames:
Finite-lived	0.4	$	869	$	(807	)	$	—		$	62
Indefinite-lived		43,222		—			(14,522		)	28,700
Total tradenames		$	44,091	$	(807	)	$	(14,522	)	$	28,762

Future amortization based upon the finite-lived intangible assets owned

The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2015:

	Amortization Expense (1)
Estimate for calendar year 2016	30,014
Estimate for calendar year 2017	27,465
Estimate for calendar year 2018	24,196
Estimate for calendar year 2019	20,928
Estimate for calendar year 2020	10,839
Thereafter	37

(1)The future amortization is inclusive of the finite lived intangible-assets.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Domestic and foreign components of Income (loss) before income taxes

The domestic and foreign components of Loss before income taxes are as follows:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Domestic	$	(143,446	)	$	(286,799	)	$	(286,989	)
Foreign	3,981			(1,391		)	27
Loss before income taxes	$	(139,465	)	$	(288,190	)	$	(286,962	)

Benefit (provision for) from income taxes

The Benefit for income taxes consists of the following:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Current portion:
Federal	$	—		$	311		$	—
State	(550		)	(800		)	(784		)
Foreign	(7,391		)	(3,363		)	(16,045		)
	(7,941		)	(3,852		)	(16,829		)
Deferred portion:
Federal	16,024			23,001			52,574
State	388			739			1,086
Foreign	201			682			630
	16,613			24,422			54,290
Benefit for income taxes	$	8,672		$	20,570		$	37,461

Schedule of deferred tax assets and liabilities

Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Deferred tax assets related to:
Workers' compensation accrual	$	8,430		$	5,046
Accrued vacation	3,586			4,734
Completion bonus allowance	4,984			6,001
Accrued severance	1,494			3,751
Accrued executive incentives	6,754			2,151
Legal reserve	1,812			3,099
Accrued health costs	2,798			799
Contract loss reserve	7,107			11,684
Other accrued liabilities and reserves	17,137			26,261
Partnership / joint venture basis differences	4,731			3,072
Foreign tax credit carryforward	25,571			16,336
Net operating loss carryforward	2,793			979
Other carryforwards	816			704
Uncertain tax positions	943			5,649
Goodwill and other intangible assets	37,015			44,201
Valuation allowance	(71,616		)	(47,808		)
Total deferred tax assets	54,355			86,659
Deferred tax liabilities related to:
Prepaid insurance	(3,942		)	(5,242		)
Indefinite lived intangibles	(15,473		)	(31,806		)
Unbilled receivables	(48,910		)	(75,392		)
Total deferred tax liabilities	(68,325		)	(112,440		)
Total deferred tax liabilities, net	$	(13,970	)	$	(25,781	)

Deferred tax assets and liabilities are reported as:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
Current deferred tax liabilities, net	$	(27,334	)	$	(31,477	)
Non-current deferred tax assets, net	13,364			5,696
Deferred tax liabilities, net	$	(13,970	)	$	(25,781	)

Reconciliation of the statutory federal income tax rate to Company's effective rate

A reconciliation of the statutory federal income tax rate to our effective rate is provided below:

	For the years ended
	December 31, 2015		December 31, 2014		December 31, 2013
Statutory rate	35.0	%	35.0	%	35.0	%
State income tax, less effect of federal deduction	(0.1	)%	—	%	0.1	%
Noncontrolling interests	0.5	%	0.3	%	0.5	%
Goodwill impairment (1)	(11.6	)%	(11.2	)%	(22.6	)%
Uncertain tax positions	—	%	0.1	%	(0.1	)%
Nondeductible expenses	(0.9	)%	(0.8	)%	(0.4	)%
Valuation allowance	(16.7	)%	(16.2	)%	—	%
Other	—	%	(0.1	)%	0.6	%
Effective tax rate	6.2	%	7.1	%	13.1	%

(1) Includes non-cash impairment charges to goodwill for years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. See Note 3 for further discussion.

Reconciliation of the beginning and ending amount of unrecognized tax benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Amounts in thousands)	Unrecognized Tax Benefits
Balance at December 31, 2013	$	9,473
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(447		)
Settlements	(1,375		)
Remeasurements	(311		)
Net releases	—
Lapse of statute of limitations	—
Balance at December 31, 2014	$	7,340
Additions for tax positions related to prior years	—
Reductions for tax positions of prior years	(112		)
Settlements	—
Remeasurements	—
Net releases	—
Lapse of statute of limitations	(4,594		)
Balance at December 31, 2015	$	2,634

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2015

Receivables [Abstract]

Accounts receivable

Accounts Receivable, net consisted of the following:

	As of
	December 31, 2015		December 31, 2014
(Amounts in thousands)
Billed	$	136,127	$	146,286
Unbilled	249,970		302,210
Total	$	386,097	$	448,496

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Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Schedule of pension fund

Our participation in the IAMNPF for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2015, 2014 and 2013 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject.

					FIP / RP Status	Total Contributions of DynCorp International				Expiration
		PPA Zone Status (2)			Pending /	(Amounts in thousands)			Surcharge	Date of
Pension Fund	EIN/PN	2015	2014	2013	Implemented	2015	2014	2013	Imposed	CBA
IAMNPF (1)	516031295 / 001	Green	Green	Green	No	$9,341	$6,845	$6,062	No	4/30/2016 through 8/31/2019

(1) Of the 16 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") union employees at T44-Corpus Christi is the most significant as contributions under this plan for years 2016 through the expiration date of the collective-bargaining agreement will approximate $3.8 million, or 17% of all required contributions to the IAMNPF.

(2) Unless otherwise noted, the most recent PPA zone status available in 2015, 2014 and 2013, is for the plan’s year-end status for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded.

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2015

Long-term Debt, Unclassified [Abstract]

Schedule of long-term debt

Long-term debt consisted of the following:

	As of
	December 31, 2015			December 31, 2014
(Amounts in thousands)
10.375% senior unsecured notes	$	455,000		$	455,000
Term loan	187,272			187,272
Total indebtedness	642,272			642,272
Less current portion of long-term debt	(187,272		)	—
Total long-term debt	$	455,000		$	642,272

Schedule of maximum leverage ratios by period end

Effective with the Fourth Amendment, the maximum total leverage ratios are set forth below as follows:

Period Ending	Total Leverage Ratio
December 31, 2015	7.75 to 1.0
March 25, 2016	7.60 to 1.0
June 24, 2016	6.90 to 1.0
June 25, 2016 and thereafter	6.60 to 1.0

Schedule of interest coverage ratios by period end

Effective with the Fourth Amendment, the interest coverage ratios are set forth below as follows:

Period Ending	Interest Coverage Ratio
December 31, 2015	1.05 to 1.0
March 25, 2016	1.15 to 1.0
June 24, 2016	1.20 to 1.0
June 25, 2016 and thereafter	1.30 to 1.0

Schedule of debt redemption prices

The applicable redemption prices with respect to the Senior Unsecured Notes on any applicable redemption date if redeemed during the 12-month period commencing on July 1 of the years set forth below are as follows:

Year	Redemption Price
2015	102.6	%
2016 and thereafter	100.0	%

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Summary of Minimum fixed rentals non-cancelable under operating leases

Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2015, are as follows:

Calendar Year	Real Estate		Equipment		Total
	(Amounts in thousands)
2016 (1)	$	14,837	$	6,343	$	21,180
2017	11,782		2,780		14,562
2018	9,488		176		9,664
2019	5,083		—		5,083
2020	4,125		—		4,125
Thereafter	10,261		—		10,261
Total	$	55,576	$	9,299	$	64,875

(1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

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Equity (Tables)

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Disclosure of assumptions used

A summary of the Class B Interest plans activity for the years ended December 31, 2015 and December 31, 2014 is as follows:

	Number of Interests
Outstanding at December 31, 2013	3,144
Granted:
Class B-1	4,339
Class B-2	—
Exercised	—
Forfeited or expired	(1,582	)
Outstanding at December 31, 2014	5,901
Granted:
Class B-1	—
Class B-2	—
Exercised	—
Forfeited or expired	(135	)
Outstanding at December 31, 2015	5,766

Schedule of nonvested share activity during the year

The following is a summary of the changes in non-vested shares for the years ended December 31, 2015 and December 31, 2014:

	Number of Shares
Non-vested shares at December 31, 2013	2,123
Granted	4,339
Vested	(3,646	)
Forfeited	(1,582	)
Non-vested shares at December 31, 2014	1,234
Granted	—
Vested	(893	)
Forfeited	(135	)
Non-vested shares at December 31, 2015	206

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Fair Value of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Estimate of fair value of long-term debt based on quoted prices in active markets

Our estimate of the fair value of our long-term debt is based on Level 1 and Level 2 inputs, as defined above.

	As of
	December 31, 2015						December 31, 2014
	Carrying			Fair			Carrying		Fair
(Amounts in thousands)	Amount			Value			Amount		Value
10.375% senior unsecured notes	$	455,000		$	337,838		$	455,000	$	373,100
Term loan	187,272			179,781			187,272		185,868
Total indebtedness	642,272			517,619			642,272		558,968
Less current portion of long-term debt	(187,272		)	(179,781		)	—		—
Total long-term debt	$	455,000		$	337,838		$	642,272	$	558,968

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Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Summary of the financial information of the reportable segments reconciled

The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements:

	For the years ended
	December 31, 2015			December 31, 2014			December 31, 2013
(Amounts in thousands)
Revenue
DynAviation	$	1,276,062		$	1,204,417		$	1,373,635
DynLogistics	647,142			1,045,200			1,920,715
Headquarters / Other (1)	(27		)	2,692			(7,166		)
Total revenue	$	1,923,177		$	2,252,309		$	3,287,184
Operating (loss) / income
DynAviation	$	(69,240	)	$	(61,501	)	$	(194,701	)
DynLogistics	42,496			(67,097		)	36,243
Headquarters / Other (2)	(47,975		)	(91,348		)	(48,322		)
Total operating loss	$	(74,719	)	$	(219,946	)	$	(206,780	)
Depreciation and amortization
DynAviation	$	2,473		$	1,665		$	1,628
DynLogistics	250			55			543
Headquarters / Other	34,531			47,987			48,108
Total depreciation and amortization (3)	$	37,254		$	49,707		$	50,279

(1) Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

(2) Headquarters operating expenses primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, partially offset by equity method investee income.

(3) Includes amounts in Cost of services of $2.3 million, $1.1 million and $1.7 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

	As of
	December 31, 2015		December 31, 2014		December 31, 2013
(Amounts in thousands)
Assets
DynAviation	$	351,627	$	393,246	$	447,646
DynLogistics	173,036		299,961		591,304
Headquarters / Other (1)	265,267		289,280		460,971
Total assets	$	789,930	$	982,487	$	1,499,921

Schedule of Assets Allocation to segment

	As of
	December 31, 2015		December 31, 2014		December 31, 2013
(Amounts in thousands)
Assets
DynAviation	$	351,627	$	393,246	$	447,646
DynLogistics	173,036		299,961		591,304
Headquarters / Other (1)	265,267		289,280		460,971
Total assets	$	789,930	$	982,487	$	1,499,921

(1) Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

Summary of Revenue by geography

Revenue by geography is determined based on the location of services provided.

	For the years ended
	December 31, 2015				December 31, 2014				December 31, 2013
(Amounts in thousands)
United States	$	658,639	34	%	$	612,220	27	%	$	695,772	21	%
Afghanistan	648,058		34	%	1,003,205		45	%	1,845,234		56	%
Middle East (1)	407,521		21	%	387,021		17	%	534,861		16	%
Other Americas	76,746		4	%	84,424		4	%	87,759		3	%
Europe	70,456		4	%	53,853		2	%	52,365		2	%
Asia-Pacific	29,362		1	%	41,953		2	%	46,170		1	%
Other	32,395		2	%	69,633		3	%	25,023		1	%
Total revenue	$	1,923,177	100	%	$	2,252,309	100	%	$	3,287,184	100	%

(1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2015.

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Related Parties, Joint Ventures and Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Ownership percentage of Joint Ventures and Variable Interest Entities

Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows:

Partnership for Temporary Housing LLC ("PaTH")	30	%
Contingency Response Services LLC ("CRS")	45	%
Global Response Services LLC ("GRS")	51	%
Global Linguist Solutions ("GLS")	51	%
DynCorp International FZ - LLC ("DIFZ")	25	%
Babcock DynCorp Limited ("Babcock")	44	%

Selected financial information for related parties and equity method investees

The following tables present selected financial information for DIFZ as of December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, December 31, 2014 and December 31, 2013:

	As of
(Amounts in millions)	December 31, 2015		December 31, 2014
Assets	$	4.7	$	4.7
Liabilities	1.1		1.5

	For the years ended
(Amounts in millions)	December 31, 2015		December 31, 2014		December 31, 2013
Revenue	$	216.1	$	297.7	$	414.4

The following tables present selected financial information for our equity method investees as of December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, December 31, 2014 and December 31, 2013:

	As of
(Amounts in millions)	December 31, 2015		December 31, 2014
Current assets	$	32.2	$	65.8
Total assets	32.2		65.9
Current liabilities	12.5		44.4
Total liabilities	12.5		44.4

	For the years ended
(Amounts in millions)	December 31, 2015		December 31, 2014		December 31, 2013
Revenue	$	101.8	$	233.1	$	203.1
Gross profit	14.8		20.7		15.9
Net income	11.4		14.4		10.7

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Consolidating Financial Statements of Subsidiary Guarantors (Tables)

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Statement of Operations Information

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	1,937,385		$	241,716		$	(255,924	)	$	1,923,177
Cost of services	—			—			(1,739,280		)	(238,254		)	255,855			(1,721,679		)
Selling, general and administrative expenses	—			—			(144,625		)	(115		)	65			(144,675		)
Depreciation and amortization expense	—			—			(33,857		)	(1,133		)	4			(34,986		)
Earnings from equity method investees	—			—			140			—			—			140
Impairment of goodwill, intangibles and long lived assets	—			—			(96,696		)	—			—			(96,696		)
Operating (loss) income	—			—			(76,933		)	2,214			—			(74,719		)
Interest expense	—			(65,689		)	(3,135		)	—			—			(68,824		)
Loss on early extinguishment of debt	—			—			—			—			—			—
Interest income	—			—			103			7			—			110
Equity in (loss) income of consolidated subsidiaries	(132,602		)	(89,904		)	149			—			222,357			—
Other income, net	—			—			3,952			16			—			3,968
(Loss) income before income taxes	(132,602		)	(155,593		)	(75,864		)	2,237			222,357			(139,465		)
Benefit (provision) for income taxes	—			22,991			(14,040		)	(279		)	—			8,672
Net (loss) income	(132,602		)	(132,602		)	(89,904		)	1,958			222,357			(130,793		)
Noncontrolling interest	—			—			—			(1,809		)	—			(1,809		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(132,602	)	$	(132,602	)	$	(89,904	)	$	149		$	222,357		$	(132,602	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	2,268,349		$	315,551		$	(331,591	)	$	2,252,309
Cost of services	—			—			(2,092,339		)	(312,110		)	331,584			(2,072,865		)
Selling, general and administrative expenses	—			—			(146,623		)	(265		)	7			(146,881		)
Depreciation and amortization expense	—			—			(47,979		)	(603		)	—			(48,582		)
Earnings from equity method investees	—			—			489			9,588			—			10,077
Impairment of goodwill, intangibles and long lived assets	—			—			(214,004		)	—			—			(214,004		)
Operating (loss) income	—			—			(232,107		)	12,161			—			(219,946		)
Interest expense	—			(68,221		)	(2,562		)	—			—			(70,783		)
Loss on early extinguishment of debt	—			(1,362		)	—			—			—			(1,362		)
Interest income	—			—			198			23			—			221
Equity in (loss) income of consolidated subsidiaries	(269,780		)	(224,551		)	10,174			—			484,157			—
Other income (expense), net	—			—			3,736			(56		)	—			3,680
(Loss) income before income taxes	(269,780		)	(294,134		)	(220,561		)	12,128			484,157			(288,190		)
Benefit (provision) for income taxes	—			24,354			(3,990		)	206			—			20,570
Net (loss) income	(269,780		)	(269,780		)	(224,551		)	12,334			484,157			(267,620		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	10,174		$	484,157		$	(269,780	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Operations Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	—		$	3,298,767		$	445,144		$	(456,727	)	$	3,287,184
Cost of services	—			—			(3,006,723		)	(437,375		)	456,845			(2,987,253		)
Selling, general and administrative expenses	—			—			(148,962		)	(845		)	(118		)	(149,925		)
Depreciation and amortization expense	—			—			(48,028		)	(600		)	—			(48,628		)
Earnings from equity method investees	—			—			1,510			3,060			—			4,570
Impairment of goodwill, intangibles and long lived assets	—			—			(312,728		)	—			—			(312,728		)
Operating (loss) income	—			—			(216,164		)	9,384			—			(206,780		)
Interest expense	—			(75,001		)	(3,825		)	—			—			(78,826		)
Loss on early extinguishment of debt	—			(703		)	—			—			—			(703		)
Interest income	—			—			130			27			—			157
Equity in (loss) income of consolidated subsidiaries	(253,736		)	(204,678		)	5,097			—			453,317			—
Other (expense) income, net	—			—			(998		)	188			—			(810		)
(Loss) income before income taxes	(253,736		)	(280,382		)	(215,760		)	9,599			453,317			(286,962		)
Benefit (provision) for income taxes	—			26,646			11,082			(267		)	—			37,461
Net (loss) income	(253,736		)	(253,736		)	(204,678		)	9,332			453,317			(249,501		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Net (loss) income attributable to Delta Tucker Holdings, Inc.	(253,736		)	(253,736		)	(204,678		)	5,097			453,317			(253,736		)

Schedule of Condensed Statement of Comprehensive Income

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Loss

For the year ended December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(132,602	)	$	(132,602	)	$	(89,904	)	$	1,958		$	222,357		$	(130,793	)
Other comprehensive loss:
Currency translation adjustment	(122		)	(122		)	—			(122		)	244			(122		)
Other comprehensive loss, before tax	(122		)	(122		)	—			(122		)	244			(122		)
Income tax benefit related to items of other comprehensive loss	43			43			—			43			(86		)	43
Other comprehensive loss	(79		)	(79		)	—			(79		)	158			(79		)
Comprehensive (loss) income	(132,681		)	(132,681		)	(89,904		)	1,879			222,515			(130,872		)
Noncontrolling interest	—			—			—			(1,809		)	—			(1,809		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(132,681	)	$	(132,681	)	$	(89,904	)	$	70		$	222,515		$	(132,681	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Loss

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(269,780	)	$	(269,780	)	$	(224,551	)	$	12,334		$	484,157		$	(267,620	)
Other comprehensive loss:
Currency translation adjustment	(131		)	(131		)	—			(131		)	262			(131		)
Other comprehensive loss, before tax	(131		)	(131		)	—			(131		)	262			(131		)
Income tax benefit related to items of other comprehensive loss	47			47			—			47			(94		)	47
Other comprehensive loss	(84		)	(84		)	—			(84		)	168			(84		)
Comprehensive (loss) income	(269,864		)	(269,864		)	(224,551		)	12,250			484,325			(267,704		)
Noncontrolling interest	—			—			—			(2,160		)	—			(2,160		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(269,864	)	$	(269,864	)	$	(224,551	)	$	10,090		$	484,325		$	(269,864	)

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Comprehensive Loss

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			Subsidiary Guarantors			Subsidiary Non-Guarantors			Eliminations			Consolidated
Net (loss) income	$	(253,736	)	$	(253,736	)	$	(204,678	)	$	9,332		$	453,317		$	(249,501	)
Other comprehensive loss:
Currency translation adjustment	(437		)	(437		)	(242		)	(195		)	874			(437		)
Other comprehensive loss, before tax	(437		)	(437		)	(242		)	(195		)	874			(437		)
Income tax benefit related to items of other comprehensive loss	157			157			86			70			(313		)	157
Other comprehensive loss	(280		)	(280		)	(156		)	(125		)	561			(280		)
Comprehensive (loss) income	(254,016		)	(254,016		)	(204,834		)	9,207			453,878			(249,781		)
Noncontrolling interest	—			—			—			(4,235		)	—			(4,235		)
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc.	$	(254,016	)	$	(254,016	)	$	(204,834	)	$	4,972		$	453,878		$	(254,016	)

Condensed Consolidating Balance Sheet Information

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	95,365	$	13,417	$	—		$	108,782
Restricted cash	—			—			721		—		—			721
Accounts receivable, net	—			—			389,773		11		(3,687		)	386,097
Intercompany receivables	—			—			199,364		15,180		(214,544		)	—
Prepaid expenses and other current assets	—			2,406			54,364		1,825		(506		)	58,089
Assets held for sale	—			—			7,913		—		—			7,913
Total current assets	—			2,406			747,500		30,433		(218,737		)	561,602
Property and equipment, net	—			—			14,617		1,077		—			15,694
Goodwill	—			—			9,694		32,399		—			42,093
Tradenames, net	—			—			28,536		—		—			28,536
Other intangibles, net	—			—			113,256		223		—			113,479
Investment in subsidiaries	—			650,005			55,460		—		(705,465		)	—
Long-term deferred taxes	—			—			13,364		—		—			13,364
Other assets, net	—			2,835			10,616		1,711		—			15,162
Total assets	$	—		$	655,246		$	993,043	$	65,843	$	(924,202	)	$	789,930
	LIABILITIES & DEFICIT
Current liabilities:
Current portion of long-term debt	$	—		$	187,272		$	—	$	—	$	—		$	187,272
Accounts payable	—			—			85,374		6,138		(902		)	90,610
Accrued payroll and employee costs	—			—			96,800		3,881		—			100,681
Intercompany payables	45,079			154,285			15,180		—		(214,544		)	—
Deferred income taxes	—			—			27,310		24		—			27,334
Accrued liabilities	168,883			27,572			90,013		340		(172,090		)	114,718
Liabilities held for sale	—			—			784		—		—			784
Income taxes payable	—			—			8,214		—		(84		)	8,130
Total current liabilities	213,962			369,129			323,675		10,383		(387,620		)	529,529
Long-term debt	—			455,000			—		—		—			455,000
Other long-term liabilities	—			—			13,571		—		—			13,571
Noncontrolling interests	—			—			5,792		—		—			5,792
(Deficit) equity	(213,962		)	(168,883		)	650,005		55,460		(536,582		)	(213,962		)
Total liabilities and deficit	$	—		$	655,246		$	993,043	$	65,843	$	(924,202	)	$	789,930

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet Information

December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors		SubsidiaryNon-Guarantors		Eliminations			Consolidated
	ASSETS
Current assets:
Cash and cash equivalents	$	—		$	—		$	87,300	$	6,704	$	—		$	94,004
Restricted cash	—			—			707		—		—			707
Accounts receivable, net	—			—			452,938		719		(5,161		)	448,496
Intercompany receivables	—			—			234,109		28,231		(262,340		)	—
Prepaid expenses and other current assets	—			—			73,456		1,217		(473		)	74,200
Total current assets	—			—			848,510		36,871		(267,974		)	617,407
Long-term restricted cash	—			—			952		—		—			952
Property and equipment, net	—			—			23,615		171		—			23,786
Goodwill	—			—			96,489		32,399		—			128,888
Tradenames, net	—			—			28,762		—		—			28,762
Other intangibles, net	—			—			148,825		655		—			149,480
Investment in subsidiaries	—			805,417			55,087		—		(860,504		)	—
Long-term deferred taxes	—			—			5,696		—		—			5,696
Other assets, net	558			11,775			15,183		—		—			27,516
Total assets	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487
	LIABILITIES & DEFICIT
Current liabilities:
Accounts payable	$	—		$	—		$	146,016	$	1,253	$	(723	)	$	146,546
Accrued payroll and employee costs	—			—			84,725		13,296		(4,314		)	93,707
Intercompany payables	45,643			188,466			28,231		—		(262,340		)	—
Deferred income taxes	—			—			31,453		24		—			31,477
Accrued liabilities	37,681			24,135			105,404		436		(37,630		)	130,026
Income taxes payable	—			—			5,072		—		(648		)	4,424
Total current liabilities	83,324			212,601			400,901		15,009		(305,655		)	406,180
Long-term debt	—			642,272			—		—		—			642,272
Other long-term liabilities	—			—			11,312		—		—			11,312
Noncontrolling interests	—			—			5,489		—		—			5,489
(Deficit) equity	(82,766		)	(37,681		)	805,417		55,087		(822,823		)	(82,766		)
Total liabilities and deficit	$	558		$	817,192		$	1,223,119	$	70,096	$	(1,128,478	)	$	982,487

Condensed Consolidating Statement of Cash Flow Information

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2015

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	563		$	33,182		$	(9,991	)	$	(3,178	)	$	(1,004	)	19,572
Cash flows from investing activities:
Purchase of property and equipment	—			—			(2,026		)	(1,153		)	—			(3,179		)
Proceeds from sale of property and equipment	—			—			526			—			—			526
Purchase of software	—			—			(1,555		)	—			—			(1,555		)
Return of capital from equity method investees	—			—			4,590			—			—			4,590
Contributions to equity method investees	—			—			(3,117		)	—			—			(3,117		)
Net Transfer (to) from affiliates	—			—			34,745			13,052			(47,797		)	—
Net cash used in investing activities	—			—			33,163			11,899			(47,797		)	(2,735		)
Cash flows from financing activities:
Borrowings on indebtedness	—			218,800			—			—			—			218,800
Payments on indebtedness	—			(218,800		)	—			—			—			(218,800		)
Payments under other financing arrangements	—			—			(2,055		)	—			—			(2,055		)
Equity contribution from affiliates of Cerberus	—			1,000			—			—			—			1,000
Payments of dividends	—			—			—			(2,008		)	1,004			(1,004		)
Transfers (to) from affiliates	(563		)	(34,182		)	(13,052		)	—			47,797			—
Net cash (used in) provided by financing activities	(563		)	(33,182		)	(15,107		)	(2,008		)	48,801			(2,059		)
Net increase in cash and cash equivalents	—			—			8,065			6,713			—			14,778
Cash and cash equivalents, beginning of period	—			—			87,300			6,704			—			94,004
Cash and cash equivalents, end of period	$	—		$	—		$	95,365		$	13,417		$	—		$	108,782

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2014

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	333		$	29,545		$	(6,454	)	$	3,650		$	(1,697	)	$	25,377
Cash flows from investing activities:
Purchase of property and equipment	—			—			(8,712		)	—			—			(8,712		)
Proceeds from sale of property and equipment	—			—			44			—			—			44
Purchase of software	—			—			(1,631		)	—			—			(1,631		)
Return of capital from equity method investees	—			—			5,625			—			—			5,625
Net Transfer (to) from affiliates	—			—			(60,122		)	(20,372		)	80,494			—
Net cash used in investing activities	—			—			(64,796		)	(20,372		)	80,494			(4,674		)
Cash flows from financing activities:
Borrowings on indebtedness	—			118,000			—			—			—			118,000
Payments on indebtedness	—			(208,000		)	—			—			—			(208,000		)
Payments of deferred financing cost	—			—			(1,740		)	—			—			(1,740		)
Borrowings under other financing arrangements	—			—			20,214			—			—			20,214
Payments under other financing arrangements	—			—			(24,321		)	—			—			(24,321		)
Payments of dividends	—			—			—			(3,394		)	1,697			(1,697		)
Transfers (to) from affiliates	(333		)	60,455			20,372			—			(80,494		)	—
Net cash (used in) provided by financing activities	(333		)	(29,545		)	14,525			(3,394		)	(78,797		)	(97,544		)
Net decrease in cash and cash equivalents	—			—			(56,725		)	(20,116		)	—			(76,841		)
Cash and cash equivalents, beginning of period	—			—			144,025			26,820			—			170,845
Cash and cash equivalents, end of period	$	—		$	—		$	87,300		$	6,704		$	—		$	94,004

Delta Tucker Holdings, Inc. and Subsidiaries

Condensed Consolidating Statement of Cash Flow Information

For the year ended December 31, 2013

(Amounts in thousands)	Parent			Subsidiary Issuer			SubsidiaryGuarantors			SubsidiaryNon-Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	461		$	30,040		$	101,590		$	9,793		$	(4,382	)	$	137,502
Cash flows from investing activities:
Purchase of property and equipment	—			—			(7,604		)	(24		)	—			(7,628		)
Proceeds from sale of property and equipment	—			—			182			—			—			182
Purchase of software	—			—			(2,718		)	—			—			(2,718		)
Return of capital from equity method investees	—			—			2,223			—			—			2,223
Contributions to equity method investees	—			—			(30		)	—			—			(30		)
Net Transfer from (to) affiliates	—			—			(9,939		)	(7,857		)	17,796			—
Net cash used in investing activities	—			—			(17,886		)	(7,881		)	17,796			(7,971		)
Cash flows from financing activities:
Borrowings on indebtedness	—			745,900			—			—			—			745,900
Payments on indebtedness	—			(796,537		)	—			—			—			(796,537		)
Payments of deferred financing cost	—			—			(2,139		)	—			—			(2,139		)
Borrowings under other financing arrangements	—			—			9,431			—			—			9,431
Payments under other financing arrangements	—			—			(29,734		)	—			—			(29,734		)
Payments of dividends	—			—			—			(8,764		)	4,382			(4,382		)
Transfers (to) from affiliates	(461		)	20,597			7,856			(10,196		)	(17,796		)	—
Net cash used in financing activities	(461		)	(30,040		)	(14,586		)	(18,960		)	(13,414		)	(77,461		)
Net increase (decrease) in cash and cash equivalents	—			—			69,118			(17,048		)	—			52,070
Cash and cash equivalents, beginning of period	—			—			74,907			43,868			—			118,775
Cash and cash equivalents, end of period	$	—		$	—		$	144,025		$	26,820		$	—		$	170,845

XML

Significant Accounting Policies and Accounting Developments (Details)	12 Months Ended
	Dec. 31, 2015
Partnership for Temporary Housing LLC (PaTH)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	30.00%
Contingency Response Services LLC (CRS)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	45.00%
Global Response Services LLC (GRS)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	51.00%
Global Linguist Solutions LLC (GLS)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	51.00%

XML

Significant Accounting Policies and Accounting Developments (Details 1)	12 Months Ended
	Dec. 31, 2015
Babcock DynCorp Limited (Babcock)
Equity Method Investment ownership percentages
Variable Interest Entity ownership percentage	44.00%

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Significant Accounting Policies and Accounting Developments (Details 2) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Gross favorable adjustments	$ 29.2	$ 7.4	$ 45.8
Gross unfavorable adjustments	(3.3)	(53.9)	(20.7)
Net adjustments	$ 25.9	$ (46.5)	$ 25.1

XML

Significant Accounting Policies and Accounting Developments (Details 3)	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Leasehold improvements	Shorter of lease term or useful life
Maximum | Computer and related equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment useful life	5 years
Maximum | Furniture and other equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment useful life	10 years
Minimum | Computer and related equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment useful life	3 years
Minimum | Furniture and other equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment useful life	2 years

XML

Significant Accounting Policies and Accounting Developments (Details Textual)	12 Months Ended
	Dec. 31, 2015 USD ($) group operating_and_reporting_segment	Dec. 31, 2014 USD ($)	Mar. 31, 2012	Jul. 10, 2010 USD ($)
Variable Interest Entity [Line Items]
Long-term debt	$ 642,272,000	$ 642,272,000
Number of equity method investees classification groups | group	2
Percentage of interest in joint venture, Percent	100.00%
Ownership interest	100.00%		50.00%
Income tax settlement position	100.00%
Number of operating and reportable segment | operating_and_reporting_segment	2
DynCorp International FZ - LLC (DIFZ)
Variable Interest Entity [Line Items]
Variable Interest Entity ownership percentage	25.00%
Term Loan
Variable Interest Entity [Line Items]
Long-term debt	$ 187,272,000	187,272,000
10.375% senior unsecured notes
Variable Interest Entity [Line Items]
Long-term debt	$ 455,000,000	$ 455,000,000
Debt amount				$ 455,000,000.0
London Interbank Offered Rate (LIBOR) | Term Loan
Variable Interest Entity [Line Items]
Debt Instrument, Basis Spread on Variable Rate	6.00%

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Composition of Certain Financial Statement Captions (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Prepaid expenses and other current assets
Prepaid expenses	$ 30,985	$ 30,821
Income tax refunds receivable	204	655
Inventories	14,776	25,198
Aircraft parts inventory held on consignment	0	2,278
Work-in-process inventory, net	1,733	5,772
Joint venture receivables	460	1,497
Current deferred financing costs, net	2,406	0
Other current assets	7,525	7,979
Total prepaid expenses and other current assets	$ 58,089	$ 74,200

XML

Composition of Certain Financial Statement Captions (Details Textual) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Restructuring Cost and Reserve [Line Items]
Machinery and Equipment, Gross		$ 983	$ 7,108
Assets held for sale		$ 7,913	0
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Maximum percentage of prepaid expense on current assets		5.00%
Inventory adjustments		$ 3,100
Aircraft parts inventory held on consignment		0	2,278
Accrual for property additions		300	800
Depreciation expense		5,800	5,700	$ 5,900
Deferred financing cost		6,500	6,100	$ 6,800
Other liabilities		13,600	11,300
Deferred compensation liability, classified, noncurrent		4,400	2,800
Long-term postemployment benefit obligation		100	3,900
Expected unrecognized tax benefit, inclusive of penalties		3,300
Postemployment benefit expense		3,600	15,500
Prepayments of term loan			90,000
Liabilities held for sale		784	0
Goodwill impairment loss		2,800
Current deferred financing costs, net		2,406	0
Employee Severance | Selling, General and Administrative Expenses
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Restructuring reserve		4,200	10,600
Tysons Corner
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Long-term lease obligation		3,800	4,300
Term Loan Facility
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Reduction in deferred financing cost			$ 1,400
Inventories
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Increase (decrease) in assets held-for-sale		$ 5,900
Heliworks Inc | Subsequent Event
Composition of Certain Financial Statement Captions (Textual) [Abstract]
Gain (loss) on disposition of business	$ 1,900

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Composition of Certain Financial Statement Captions Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Assets held for sale	$ 7,913	$ 0
Liabilities held for sale	$ (784)	$ 0

XML

Composition of Certain Financial Statement Captions (Details 1) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Property and equipment, net
Helicopters	$ 983	$ 7,108
Computers and other equipment	10,392	11,061
Leasehold improvements	19,639	19,055
Office furniture and fixtures	4,541	4,203
Gross property and equipment	35,555	41,427
Less accumulated depreciation	(19,861)	(17,641)
Total property and equipment, net	$ 15,694	$ 23,786

XML

Composition of Certain Financial Statement Captions (Details 2) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Other assets, net
Deferred financing costs, net	$ 2,835	$ 11,775
Investment in affiliates	6,712	8,191
Palm promissory notes, long-term portion	2,079	2,853
Other	3,536	4,697
Total other assets, net	$ 15,162	$ 27,516

XML

Composition of Certain Financial Statement Captions (Details 3) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Wages, compensation and other benefits	$ 85,216	$ 74,416
Accrued vacation	14,433	18,889
Accrued contributions to employee benefit plans	1,032	402
Total accrued payroll and employee costs	$ 100,681	$ 93,707

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Composition of Certain Financial Statement Captions (Details 4) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Accrued liabilities
Customer liability	$ 21,183	$ 22,635
Accrued insurance	35,530	20,551
Accrued interest	24,370	24,250
Unrecognized tax benefit	0	7,999
Contract losses	15,718	27,864
Legal reserves	5,063	8,657
Subcontractor retention	1,646	1,761
Financed insurance	0	2,055
Other	11,208	14,254
Total accrued liabilities	$ 114,718	$ 130,026

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Details Textual) $ in Thousands	3 Months Ended			12 Months Ended
	Dec. 31, 2015 USD ($)	Sep. 25, 2015 USD ($)	Sep. 26, 2014 reporting_unit	Dec. 31, 2015 USD ($) reporting_unit operating_and_reporting_segment segment	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Subsidiary or Equity Method Investee [Line Items]
Number of operating and reportable segment | operating_and_reporting_segment				2
Number of Reporting Units | segment				5
Goodwill, Impaired, Accumulated Impairment Loss	$ 700,400			$ 700,400	$ 613,600
Number of Reporting Segments with Recorded Goodwill | reporting_unit				2
Impairment of goodwill				$ 86,795	164,879
Amortization expense				31,400	44,000	$ 44,300
Capitalized software net value	2,900			2,900	5,000
Goodwill impairment loss				2,800
DynAviation
Subsidiary or Equity Method Investee [Line Items]
Number of new segments | reporting_unit			2
Goodwill, Impaired, Accumulated Impairment Loss	442,400			442,400	355,600
Impairment of goodwill				86,795	74,137
DynLogistics
Subsidiary or Equity Method Investee [Line Items]
Number of new segments | reporting_unit			3
Goodwill, Impaired, Accumulated Impairment Loss	197,900			197,900	197,900
Impairment of goodwill				0	$ 90,742
GLS
Subsidiary or Equity Method Investee [Line Items]
Goodwill, Impaired, Accumulated Impairment Loss	60,100			60,100
Other Intangible Assets
Subsidiary or Equity Method Investee [Line Items]
Impairment, indefinite	$ 1,110	$ 3,949		$ 5,059

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Goodwill balances for segments
Balance	$ 128,888	$ 293,767
Impairment of goodwill, intangibles and long lived assets	(86,795)	(164,879)
Balance	42,093	128,888
DynAviation
Goodwill balances for segments
Balance	86,795	160,932
Impairment of goodwill, intangibles and long lived assets	(86,795)	(74,137)
Balance	0	86,795
DynLogistics
Goodwill balances for segments
Balance	42,093	132,835
Impairment of goodwill, intangibles and long lived assets	0	(90,742)
Balance	$ 42,093	$ 42,093

XML

Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 1) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2015	Sep. 25, 2015	Dec. 31, 2015	Dec. 31, 2014
Information about changes relating to certain intangible assets
Finite-Lived Intangible Assets, Transferred To Assets Held For Sale	$ (11)		$ (11)
Indefinite-Lived Intangible Assets, Transferred To Assets Held For Sale	0		0
Intangible Assets, Net (Excluding Goodwill), Transferred To Assets Held For Sale	(11)		(11)
Gross carrying value, indefinite	28,536		$ 28,536	$ 28,762
Customer-related intangible assets
Information about changes relating to certain intangible assets
Weighted Average Useful Life (Years)			4 years	4 years 7 months 6 days
Gross carrying value, finite	252,615		$ 252,615	$ 350,912
Accumulated amortization, finite	(142,020)		(142,020)	(178,126)
Total intangible asset, impairment			0	(33,388)
Net, finite	110,595		$ 110,595	$ 139,398
Other Intangible Assets
Information about changes relating to certain intangible assets
Weighted Average Useful Life (Years)			8 months 12 days	4 years 9 months 18 days
Gross carrying value, finite	13,325		$ 13,325	$ 15,418
Accumulated amortization, finite	(10,430)		(10,430)	(10,395)
Total intangible asset, impairment			(5,059)	(33,388)
Net, finite	2,884		2,884	5,023
Impairment, indefinite	(1,110)	$ (3,949)	(5,059)
Indefinite Lived , Net of Impairment	0		0
Indefinite-lived intangible assets	5,059		5,059	5,059
Total intangible asset, gross	270,999		270,999	371,389
Total intangible asset, accumulated amortization	(152,450)		(152,450)	(188,521)
Total intangible asset, net	113,479		$ 113,479	$ 149,480
Tradenames
Information about changes relating to certain intangible assets
Weighted Average Useful Life (Years)			12 days	4 months 24 days
Accumulated amortization, finite	(869)		$ (869)	$ (807)
Total intangible asset, impairment			(164)	0
Finite-Lived Intangible Assets, Transferred To Assets Held For Sale	0		0
Indefinite-Lived Intangible Assets, Transferred To Assets Held For Sale	0		0
Intangible Assets, Net (Excluding Goodwill), Transferred To Assets Held For Sale	0		0
Net, finite	0		0	62
Gross carrying value, finite	869		869	869
Gross carrying value, indefinite	28,700		28,700	43,222
Impairment, indefinite			(164)	(14,522)
Indefinite Lived , Net of Impairment	28,536		28,536	28,700
Total intangible asset, gross	29,569		29,569	44,091
Total intangible asset, accumulated amortization	(869)		(869)	(807)
Total intangible asset, net	$ 28,536		$ 28,536	$ 28,762

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Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 2) $ in Thousands	Dec. 31, 2015 USD ($)	[1]
Future amortization based upon the finite-lived intangible assets owned and the finite-lived tradenames
Estimate for calendar year 2016	$ 30,014
Estimate for calendar year 2017	27,465
Estimate for calendar year 2018	24,196
Estimate for calendar year 2019	20,928
Estimate for calendar year 2020	10,839
Thereafter	$ 37

[1] The future amortization is inclusive of the finite lived intangible-assets.

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Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Domestic and foreign components of Income (loss) before income taxes
Domestic	$ (143,446)	$ (286,799)	$ (286,989)
Foreign	3,981	(1,391)	27
Loss before income taxes	$ (139,465)	$ (288,190)	$ (286,962)

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Income Taxes (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Current portion:
Federal	$ 0	$ 311	$ 0
State	(550)	(800)	(784)
Foreign	(7,391)	(3,363)	(16,045)
Total income tax of current portion	(7,941)	(3,852)	(16,829)
Deferred portion:
Federal	16,024	23,001	52,574
State	388	739	1,086
Foreign	201	682	630
Total Income tax of Deferred portion	16,613	24,422	54,290
Benefit for income taxes	$ 8,672	$ 20,570	$ 37,461

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Income Taxes (Details 2) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets related to:
Workers' compensation accrual	$ 8,430	$ 5,046
Accrued vacation	3,586	4,734
Completion bonus allowance	4,984	6,001
Accrued severance	1,494	3,751
Accrued executive incentives	6,754	2,151
Legal reserve	1,812	3,099
Accrued health costs	2,798	799
Contract loss reserve	7,107	11,684
Other accrued liabilities and reserves	17,137	26,261
Partnership / joint venture basis differences	4,731	3,072
Foreign tax credit carryforward	25,571	16,336
Net operating loss carryforward	2,793	979
Other carryforwards	816	704
Uncertain tax positions	943	5,649
Goodwill and other intangible assets	37,015	44,201
Valuation allowance	(71,616)	(47,808)
Total deferred tax assets	54,355	86,659
Deferred tax liabilities related to:
Prepaid insurance	(3,942)	(5,242)
Goodwill and other intangible assets	(15,473)	(31,806)
Unbilled receivables	(48,910)	(75,392)
Total deferred tax liabilities	(68,325)	(112,440)
Total deferred tax liabilities, net	$ (13,970)	$ (25,781)

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Income Taxes (Details 3) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Current deferred tax liabilities, net	$ (27,334)	$ (31,477)
Non-current deferred tax assets, net	(13,364)	(5,696)
Total deferred tax liabilities, net	$ (13,970)	$ (25,781)

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Income Taxes (Details 4)		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Statutory rate		35.00%	35.00%	35.00%
State income tax, less effect of federal deduction		(0.10%)	0.00%	0.10%
Noncontrolling interests		0.50%	0.30%	0.50%
Goodwill impairment	[1]	(11.60%)	(11.20%)	(22.60%)
Uncertain tax positions		0.00%	0.10%	(0.10%)
Nondeductible expenses		(0.90%)	(0.80%)	(0.40%)
Valuation allowance		(16.70%)	(16.20%)	0.00%
Other		0.00%	(0.10%)	0.60%
Effective tax rate		6.20%	7.10%	13.10%

[1] Includes non-cash impairment charges to goodwill for years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. See Note 3 for further discussion.

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Income Taxes (Details 5) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of the beginning and ending amount of unrecognized tax benefits
Unrecognized income tax benefits, beginning balance	$ 7,340	$ 9,473
Additions for tax positions related to prior years	0	0
Reductions for tax positions of prior years	(112)	(447)
Settlements	0	(1,375)
Remeasurements	0	(311)
Net releases	0	0
Lapse of statute of limitations	(4,594)	0
Unrecognized income tax benefits, ending balance	$ 2,634	$ 7,340

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Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 71,616,000	$ 47,808,000
Income taxes paid	0	0
Unrecognized tax benefit	2,634,000	7,340,000	$ 9,473,000
Unrecognized tax benefits if recognized, affect effective tax rate	2,300,000	2,300,000
Interest on income taxes accrued	0	0
Expected unrecognized tax benefit, inclusive of penalties, to be settled within 12 months	0	0
Expected unrecognized tax benefit, inclusive of penalties	3,300,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating losses	5,000,000	0
Foreign
Operating Loss Carryforwards [Line Items]
Tax credit carry forwards	25,600,000	16,300,000
State
Operating Loss Carryforwards [Line Items]
Operating losses	$ 133,700,000	$ 123,600,000

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Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 386,097	$ 448,496
Billed
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	136,127	146,286
Unbilled
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 249,970	$ 302,210

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Accounts Receivable (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) contract_claim	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unbilled receivables	$ 21.3	$ 50.7
Number of contract claims | contract_claim		4
Concentration risk, percentage	100.00%	100.00%	100.00%
Allowance for Doubtful Accounts Receivable, Period Increase (Decrease)	$ 16.3	$ 4.7
Accounts Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	26.00%	59.00%
LOGCAP IV | Accounts Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	5.00%	20.00%
UNITED STATES
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Net	$ 26.0

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Retirement Plans (Details Textual)	1 Months Ended	5 Months Ended	12 Months Ended
	Jun. 30, 2014 USD ($)	May. 31, 2014 USD ($)	Dec. 31, 2015 USD ($) installment agreement	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Deferred Compensation Arrangement with Individual, Requisite Service Period			3 years
Defined Contribution, Vesting Period			1 year
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | installment			3
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage			33.30%
Savings Plan expense			$ 9,200,000	$ 11,900,000	$ 16,100,000
Multiemployer Plans, Plan Contributions			$ 0	$ 0	$ 0
Number of collective-bargaining agreements | agreement			28
Number of collective bargaining agreements which require contribution to IAMNPF | agreement			16
Contributions to the IAMNPF			17.00%
Maximum funding status percentage for red zone			65.00%	65.00%
Minimum funding status percentage for yellow zone			65.00%	65.00%
Maximum funding status percentage for yellow zone			80.00%	80.00%
Minimum funding status percentage for green zone			80.00%	80.00%
Collective-bargaining agreements contribution			$ 3,800,000
Maximum
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Contributions by participants under the plan			50.00%
Investment in various funds	$ 10,600	$ 12,750	$ 18,000
Company matching contributions, Maximum		100.00%	100.00%
Employee matching contributions, Minimum		6.00%	4.00%
Maximum | Age 50 or older
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Investment in various funds			$ 6,000
Minimum
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Contributions by participants under the plan			1.00%
Employee matching contributions, Maximum		2.00%	2.00%
Company matching contributions, Minimum		50.00%	50.00%
Management | Nonqualified Unfunded Deferred Compensation Plan
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Deferral amount limitation of salary, percentage			100.00%
Deferral amount limitation of bonuses, percentage			100.00%
Vested percentage of participants at all times			100.00%
Requisite period				6 months
Annual installment payments, option one, term				5 years
Annual installment payments, option two, term				10 years

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Retirement Plans (Details) - Pension Fund - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule of pension fund
PPA Zone Status	Green	Green	Green
FIR/RP Status Pending / Implemented	No
Total Contributions of DynCorp International	$ 9,341	$ 6,845	$ 6,062
Surcharge Imposed	No
Expiration Date of CBA	4/30/2016 through 8/31/2019

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Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Long-Term Debt
Long-term debt	$ 642,272	$ 642,272
Less current portion of long-term debt	(187,272)	0
Long-term debt	455,000	642,272
10.375% senior unsecured notes
Long-Term Debt
Long-term debt	455,000	455,000
Term Loan
Long-Term Debt
Long-term debt	$ 187,272	$ 187,272

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Long-Term Debt (Details Textual)		12 Months Ended
	Nov. 05, 2014 USD ($)	Dec. 31, 2015 USD ($) covenant	Dec. 31, 2014 USD ($)	Mar. 30, 2016 USD ($)	Jul. 10, 2010 USD ($)
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing		$ 181,000,000.0
Line of credit facility, reduction in facility percentage	20.00%
Line of credit facility, reduction in facility	$ 36,200,000
Line of credit facility, forgiveness of one time charge	$ 35,000,000
Long-term debt		642,272,000	$ 642,272,000
Long-term debt		455,000,000	642,272,000
Additional available borrowing capacity		$ 102,200,000	108,100,000	$ 29,800,000
Debt Instrument, Other Loans to Revolver Commitment, Percent Maximum		50.00%
Debt less unrestricted cash and cash equivalents		$ 75,000,000
Line of credit fronting fee rate		0.25%
Prepayments of term loan			90,000,000
Maximum
Debt Instrument [Line Items]
Debt less unrestricted cash and cash equivalents		$ 75,000,000.0
Federal Funds Rate
Debt Instrument [Line Items]
Applicable margin for term loan		0.50%
Base Rate
Debt Instrument [Line Items]
Minimum spread over other variable rates		1.00%
Floor variable Base Rate		2.75%
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Floor for euro currency rate		1.75%
Term Loan Facility
Debt Instrument [Line Items]
Reduction in deferred financing cost			1,400,000
Term Loan Facility | Eurocurrency Rate
Debt Instrument [Line Items]
Applicable margin for term loan		4.50%
Term Loan Facility | Base Rate
Debt Instrument [Line Items]
Applicable margin for term loan		3.50%
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing		$ 144,800,000
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Revolver rate		0.75%
Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Revolver rate		0.50%
Revolving Credit Facility | Eurocurrency Rate | Maximum
Debt Instrument [Line Items]
Applicable margin for term loan		4.50%
Revolving Credit Facility | Eurocurrency Rate | Minimum
Debt Instrument [Line Items]
Applicable margin for term loan		4.00%
Revolving Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Applicable margin for term loan		3.50%
Revolving Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Applicable margin for term loan		3.00%
Letter of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing		$ 100,000,000
Additional available borrowing capacity		$ 42,600,000	$ 36,700,000
Revolver rate		0.50%	0.50%
Applicable interest rates for letter of credit sub-facility		4.25%	4.00%
Letter of Credit | London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Applicable margin for term loan		4.50%
Letter of Credit | London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Applicable margin for term loan		4.00%
Term Loan
Debt Instrument [Line Items]
Long-term debt		$ 187,272,000	$ 187,272,000
Percentage of actual interest rate under the Term Loan		6.25%	6.25%
Repayments of debt		$ 0
Term Loan | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Applicable margin for term loan		6.00%
10.375% senior unsecured notes
Debt Instrument [Line Items]
Long-term debt		$ 455,000,000	$ 455,000,000
Repayments of Lines of Credit		$ 4,600,000
Number of covenants | covenant		2
Debt amount					$ 455,000,000.0
Percentage of senior unsecured notes					10.375%
Maturity period of quarterly principle payments		Jul. 01, 2017
Trigger amount of asset sales and change of control events for repurchase of notes at defined prices		$ 15,000,000
Repurchase of debt, percent of principle		100.00%
Repurchase of senior unsecured notes		101.00%
Market value of unsecured loans as, a percentage of stated value		74.30%	82.00%

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Debt Long-Term Debt 2 (Details)	12 Months Ended
	Dec. 31, 2015
Long-term Debt, Unclassified [Abstract]
Maximum total leverage ratio for period ended December 31, 2015	7.75
Maximum total leverage ratio for period ended March 25, 2016	7.6
Maximum total leverage ratio for period ended June 24, 2016	6.9
Maximum total leverage ratio for period ended June 25, 2016 and thereafter	6.6
Interest coverage ratio for period ending December 31, 2015	1.05
Interest coverage ratio for period ending March 25, 2016	1.15
Interest coverage ratio for period ending June 24, 2016	1.20
Interest coverage ratio for period ending June 25, 2016 and thereafter	1.30

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Debt Long-Term Debt 3 (Details) - 10.375% senior unsecured notes	12 Months Ended
	Dec. 31, 2015
2015
Debt Instrument [Line Items]
Redemption price, percentage of principal	102.594%
2016 and thereafter
Debt Instrument [Line Items]
Redemption price, percentage of principal	100.00%

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Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Summary of Minimum fixed rentals non-cancelable under operating leases
2016	$ 21,180	[1]
2017	14,562
2018	9,664
2019	5,083
2020	4,125
Thereafter	10,261
Total	64,875
Real Estate
Summary of Minimum fixed rentals non-cancelable under operating leases
2016	14,837	[1]
2017	11,782
2018	9,488
2019	5,083
2020	4,125
Thereafter	10,261
Total	55,576
Equipment
Summary of Minimum fixed rentals non-cancelable under operating leases
2016	6,343	[1]
2017	2,780
2018	176
2019	0
2020	0
Thereafter	0
Total	$ 9,299

[1] The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above.

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Commitments and Contingencies (Details Textual)				1 Months Ended						5 Months Ended	12 Months Ended
	Jan. 22, 2014 USD ($)	Jan. 12, 2010 plaintiff	Sep. 11, 2001 plaintiff	Dec. 31, 2015 USD ($)	Sep. 25, 2015 USD ($)	May. 31, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 30, 2011 USD ($)	Mar. 26, 2008 plaintiff	Apr. 24, 2007 lawsuit	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 claim	May. 31, 2014 USD ($)
Loss Contingencies [Line Items]
Lease rental expense											$ 49,600,000	$ 95,500,000	$ 167,600,000
Other accrued liabilities				$ 5,063,000							5,063,000	8,657,000
Contract violations and conversion of funds and asserted damages								$ 150,000,000
Payments for legal settlements				5,400,000
Number of claims settled | claim														1
Damages paid						$ 3,300,000
Loss contingency reasonably possible, amount				7,700,000							$ 7,700,000
Period of war reserve materiel program											2000 to 2011
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred but Not Reported (IBNR) Claims, Amount				11,000,000							$ 11,000,000	$ 11,400,000
Fixed amount of stop loss coverage on policies				1,000,000.0							1,000,000.0
Maximum
Loss Contingencies [Line Items]
Fixed amount of stop loss coverage on policies				750,000.00							750,000.00
Minimum
Loss Contingencies [Line Items]
Fixed amount of stop loss coverage on policies				250,000.00							250,000.00
California Policy
Loss Contingencies [Line Items]
Fixed amount of stop loss coverage on policies				250,000.00							250,000.00
Foreign
Loss Contingencies [Line Items]
Refund adjustment from settlement with taxing authority															$ 54,000,000
Regulatory Assessment, Income Tax, Penalties and Other Matters | Foreign | Afghanistan
Loss Contingencies [Line Items]
Contract limits to damages maximum amount	$ 64,200,000
Other Matters | Foreign | Afghanistan
Loss Contingencies [Line Items]
Contract limits to damages maximum amount	$ 10,200,000
Residents of Ecuador Versus Former Affiliates [Member]
Loss Contingencies [Line Items]
Number of individual plaintiffs | plaintiff			26
Loss Contingency, Claims Dismissed, Number | plaintiff		15
Pending Litigation | Collectibility of Receivables
Loss Contingencies [Line Items]
Contract limits to damages maximum amount					$ 41,000,000
Pending Litigation | Unfavorable Regulatory Action
Loss Contingencies [Line Items]
Estimate of possible loss				$ 1,800,000							$ 1,800,000
DynCorp International Inc. | Pending Litigation | Consolidated Ecuadorean Cases
Loss Contingencies [Line Items]
Number of lawsuits filed | lawsuit										4
Number of individual plaintiffs | plaintiff									3,266
DynCorp International Inc. | Pending Litigation | Cases on Behalf of Provinces of Esmeraldas, Sucumbios, Carchi (Ecuador)
Loss Contingencies [Line Items]
Number of lawsuits filed | lawsuit										3
DynCorp International Inc. | Dismissed Cases | Consolidated Ecuadorean Cases
Loss Contingencies [Line Items]
Loss Contingency, Claims Dismissed, Number | plaintiff		1,256
Northrop Grumman Technical Services, Inc. | Pending Litigation | Performance Guarantee
Loss Contingencies [Line Items]
Contract limits to damages maximum amount							$ 5,000,000

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Equity - Textual (Details)				9 Months Ended		12 Months Ended
	Jul. 15, 2015	Jul. 15, 2014	Dec. 17, 2013 shares	Dec. 31, 2014 $ / shares shares	Dec. 31, 2010 USD ($)	Dec. 31, 2015 USD ($) installment shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 $ / shares shares	Dec. 31, 2012	Dec. 30, 2011	Dec. 31, 2010	Mar. 31, 2014 shares	Apr. 01, 2010 shares
Schedule of Equity Method Investments [Line Items]
Common stock, shares issued				100		100	100					670	100
Common stock, shares outstanding				100		100	100
Capital contribution | $					$ 550,900,000	$ 550,900,000
Common stock, shares authorized				1,000		1,000	1,000
Expected life (in years)						2 years 9 months 18 days
Forfeiture rate						8.00%
Expected volatility						36.00%
Risk-free interest rate						1.10%
Expected yield						8.00%
Total grant date fair value | $						$ 0	$ 4,600,000
Total compensation cost expensed | $						$ 400,000	$ 3,200,000
Restrictive covenant agreement, period to reach agreement			14 days
Common Class B
Schedule of Equity Method Investments [Line Items]
Common stock, shares issued				4,339		0	4,339	3,144
Common stock, shares authorized			100,000
Expected life (in years)						4 years
Total compensation cost expensed | $						$ 100,000
Total compensation costs of nonvested options, recognition period						3 months 11 days
Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Common stock, shares authorized			7,246
Number of investing installments | installment						5
Vesting percentage						20.00%			30.00%	40.00%	40.00%
Shares granted, weighted average grant date fair value (in dollars per share) | $ / shares				$ 32.73				$ 819.26
Common Class B-2 Interests
Schedule of Equity Method Investments [Line Items]
Common stock, shares authorized			380
Shares granted, weighted average grant date fair value (in dollars per share) | $ / shares								$ 258.30
Period One | Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Vesting percentage		20.00%
Period Two | Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Vesting percentage	20.00%
Year One | Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						20.00%
Year Two | Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						20.00%
Year Three | Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						20.00%
Year Four | Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						20.00%
Year Five | Common Class B-1 Interest
Schedule of Equity Method Investments [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						20.00%

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Equity (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at beginning of period (in shares)	5,901	3,144
Granted:
Shares granted (in shares)	0	4,339
Shares exercised (in shares)	0	0
Shares forfeited and expired (in shares)	(135)	(1,582)
Options outstanding at end of period (in shares)	5,766	5,901
Common Class B-1 Interest
Granted:
Shares granted (in shares)	0	4,339
Common Class B-2 Interests
Granted:
Shares granted (in shares)	0	0

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Equity (Details 3) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Non-vested shares at beginning of period (in shares)	1,234	2,123
Shares granted (in shares)	0	4,339
Shares vested (in shares)	(893)	(3,646)
Shares forfeited (in shares)	(135)	(1,582)
Non-vested shares at end of period (in shares)	206	1,234

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Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	$ 642,272	$ 642,272
Long-term debt, fair value	517,619	558,968
Long-term Debt, Current Maturities	(187,272)	0
Long-term debt	455,000	642,272
10.375% senior unsecured notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	455,000	455,000
Long-term debt, fair value	337,838	373,100
Term loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	187,272	187,272
Long-term debt, fair value	179,781	185,868
Fair Value, Measurements, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Current Maturities	(179,781)	0
Long-term debt	$ 337,838	$ 558,968

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Segment and Geographic Information (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Summary of the financial information of the reportable segments reconciled
Revenue		$ 1,923,177	$ 2,252,309	$ 3,287,184
Operating (loss) / income		(74,719)	(219,946)	(206,780)
Total depreciation and amortization	[1]	37,254	49,707	50,279
DynAviation
Summary of the financial information of the reportable segments reconciled
Revenue		1,276,062	1,204,417	1,373,635
Operating (loss) / income		(69,240)	(61,501)	(194,701)
Total depreciation and amortization		2,473	1,665	1,628
DynLogistics
Summary of the financial information of the reportable segments reconciled
Revenue		647,142	1,045,200	1,920,715
Operating (loss) / income		42,496	(67,097)	36,243
Total depreciation and amortization		250	55	543
Headquarters/ Other
Summary of the financial information of the reportable segments reconciled
Revenue	[2]	(27)	2,692	(7,166)
Operating (loss) / income	[3]	(47,975)	(91,348)	(48,322)
Total depreciation and amortization		$ 34,531	$ 47,987	$ 48,108

[1] Includes amounts in Cost of services of $2.3 million, $1.1 million and $1.7 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively.

[2] Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments.

[3] Headquarters operating expenses primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, partially offset by equity method investee income.

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Segment and Geographic Information (Details 1) - USD ($) $ in Thousands		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
ASSETS
Total assets		$ 789,930	$ 982,487	$ 1,499,921
DynAviation
ASSETS
Total assets		351,627	393,246	447,646
DynLogistics
ASSETS
Total assets		173,036	299,961	591,304
Headquarters/ Other
ASSETS
Total assets	[1]	$ 265,267	$ 289,280	$ 460,971

[1] Assets primarily include cash, investments in unconsolidated subsidiaries, net deferred tax liabilities, intangible assets (excluding goodwill) and deferred debt issuance costs.

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Segment and Geographic Information (Details 2) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014		Dec. 31, 2013
Summary of Revenue by geography
Total Revenue		$ 1,923,177	$ 2,252,309		$ 3,287,184
Revenue, percentage		100.00%	100.00%		100.00%
United States
Summary of Revenue by geography
Total Revenue		$ 658,639	$ 612,220		$ 695,772
Revenue, percentage		34.00%	27.00%		21.00%
Afghanistan
Summary of Revenue by geography
Total Revenue		$ 648,058	$ 1,003,205		$ 1,845,234
Revenue, percentage		34.00%	45.00%		56.00%
Middle East
Summary of Revenue by geography
Total Revenue		$ 407,521	$ 387,021	[1]	$ 534,861	[1]
Revenue, percentage	[1]	21.00%	17.00%		16.00%
Other Americas
Summary of Revenue by geography
Total Revenue		$ 76,746	$ 84,424		$ 87,759
Revenue, percentage		4.00%	4.00%		3.00%
Europe
Summary of Revenue by geography
Total Revenue		$ 70,456	$ 53,853		$ 52,365
Revenue, percentage		4.00%	2.00%		2.00%
Asia-Pacific
Summary of Revenue by geography
Total Revenue		$ 29,362	$ 41,953		$ 46,170
Revenue, percentage		1.00%	2.00%		1.00%
Other
Summary of Revenue by geography
Total Revenue		$ 32,395	$ 69,633		$ 25,023
Revenue, percentage		2.00%	3.00%		1.00%

[1] The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2015.

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Segment and Geographic Information (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($) operating_and_reporting_segment	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | operating_and_reporting_segment	2
Cost of services | $	$ 2.3	$ 1.1	$ 1.7
Revenue, percentage	100.00%	100.00%	100.00%
Accounts Receivable
Segment Reporting Information [Line Items]
Revenue, percentage	26.00%	59.00%
Customer Concentration Risk | Sales Revenue, Net
Segment Reporting Information [Line Items]
Revenue, percentage	93.00%	94.00%	96.00%
Customer Concentration Risk | Accounts Receivable
Segment Reporting Information [Line Items]
Accounts receivable, percentage	90.00%	88.00%

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Related Parties, Joint Ventures and Variable Interest Entities (Details)	12 Months Ended
	Dec. 31, 2015
Partnership for Temporary Housing LLC (PaTH)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	30.00%
Contingency Response Services LLC (CRS)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	45.00%
Global Response Services LLC (GRS)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	51.00%
Global Linguist Solutions LLC (GLS)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	51.00%
DynCorp International FZ - LLC (DIFZ)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	25.00%
Babcock DynCorp Limited (Babcock)
Variable Interest Entity ownership percentages
Variable Interest Entity ownership percentage	44.00%

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Related Parties, Joint Ventures and Variable Interest Entities (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Variable Interest Entity [Line Items]
Assets	$ 789,930	$ 982,487	$ 1,499,921
Liabilities	998,100	1,059,764
Revenue	1,923,177	2,252,309	3,287,184
DynCorp International FZ - LLC (DIFZ)
Variable Interest Entity [Line Items]
Assets	4,700	4,700
Liabilities	1,100	1,500
Revenue	216,100	297,700	414,400
Equity Method Investee
Variable Interest Entity [Line Items]
Current assets	32,200	65,800
Total assets	32,200	65,900
Current liabilities	12,500	44,400
Total liabilities	12,500	44,400
Revenue	101,800	233,100	203,100
Gross profit	14,800	20,700	15,900
Net income	$ 11,400	$ 14,400	$ 10,700

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Related Parties, Joint Ventures and Variable Interest Entities (Details Textual) $ in Thousands	1 Months Ended		12 Months Ended
	Aug. 31, 2010 partner	Mar. 31, 2006 partner	Dec. 31, 2015 USD ($) executive	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Variable Interest Entity [Line Items]
Cerberus Consulting fees			$ 8,100	$ 4,900	$ 4,600
Number of Executives on Advisory Board | executive			3
Administrative fees expense			$ 4,200	1,300
Receivables due from related parties			500	1,500
Receivables from unconsolidated joint ventures totaled			400	3,900	8,600
Earnings from equity method investees			140	10,077	4,570
Revenue			1,923,177	2,252,309	3,287,184
Operating income			(74,719)	(219,946)	(206,780)
Aggregate initial value of promissory note from Palm			9,200
Outstanding balance of loan			2,500	2,900
Investment in affiliates			$ 6,712	$ 8,191
Partnership for Temporary Housing LLC (PaTH)
Variable Interest Entity [Line Items]
Number of partners | partner		2
Variable Interest Entity ownership percentage			30.00%
Contingency Response LLC
Variable Interest Entity [Line Items]
Number of partners | partner		2
Global Response Services LLC (GRS)
Variable Interest Entity [Line Items]
Number of partners | partner	1
Variable Interest Entity ownership percentage			51.00%
GLS
Variable Interest Entity [Line Items]
Variable Interest Entity ownership percentage				51.00%
Earnings from equity method investees				$ 9,600
Revenue			$ 27,800	20,500	21,800
Operating income			(2,800)	(6,000)	(3,600)
Dividends paid to parent				$ 18,800
DynCorp International FZ - LLC (DIFZ)
Variable Interest Entity [Line Items]
Vested ownership percentage				25.00%
Revenue			216,100	$ 297,700	414,400
Includes operationally integral and non-integral income
Variable Interest Entity [Line Items]
Earnings from equity method investees			$ 4,000	$ 12,400	$ 3,700

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Collaborative Arrangements (Details)	8 Months Ended
	Aug. 25, 2015
Collaborative Arrangement
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Current share of profit	70.00%

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Consolidating Financial Statements of Subsidiary Guarantors (Details Textual)	Dec. 31, 2015	Mar. 31, 2012
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Percentage of ownership	100.00%	50.00%

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Consolidating Financial Statements of Subsidiary Guarantors (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Revenue	$ 1,923,177	$ 2,252,309	$ 3,287,184
Cost of services	(1,721,679)	(2,072,865)	(2,987,253)
Selling, general and administrative expenses	(144,675)	(146,881)	(149,925)
Depreciation and amortization expense	(34,986)	(48,582)	(48,628)
Earnings from equity method investees	140	10,077	4,570
Impairment of goodwill, intangibles and long lived assets	(96,696)	(214,004)	(312,728)
Operating loss	(74,719)	(219,946)	(206,780)
Interest expense	(68,824)	(70,783)	(78,826)
Loss on early extinguishment of debt	0	(1,362)	(703)
Interest income	110	221	157
Equity in income of subsidiaries, net of tax	0	0	0
Other income (expense), net	3,968	3,680	(810)
Loss before income taxes	(139,465)	(288,190)	(286,962)
Income tax benefit	8,672	20,570	37,461
Net loss	(130,793)	(267,620)	(249,501)
Noncontrolling interest	(1,809)	(2,160)	(4,235)
Net loss attributable to Delta Tucker Holdings, Inc.	(132,602)	(269,780)	(253,736)
Parent
Condensed Financial Statements, Captions [Line Items]
Revenue	0	0	0
Cost of services	0	0	0
Selling, general and administrative expenses	0	0	0
Depreciation and amortization expense	0	0	0
Earnings from equity method investees	0	0	0
Impairment of goodwill, intangibles and long lived assets	0	0	0
Operating loss	0	0	0
Interest expense	0	0	0
Loss on early extinguishment of debt	0	0	0
Interest income	0	0	0
Equity in income of subsidiaries, net of tax	(132,602)	(269,780)	(253,736)
Other income (expense), net	0	0	0
Loss before income taxes	(132,602)	(269,780)	(253,736)
Income tax benefit	0	0	0
Net loss	(132,602)	(269,780)	(253,736)
Noncontrolling interest	0	0	0
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Revenue	0	0	0
Cost of services	0	0	0
Selling, general and administrative expenses	0	0	0
Depreciation and amortization expense	0	0	0
Earnings from equity method investees	0	0	0
Impairment of goodwill, intangibles and long lived assets	0	0	0
Operating loss	0	0	0
Interest expense	(65,689)	(68,221)	(75,001)
Loss on early extinguishment of debt	0	(1,362)	(703)
Interest income	0	0	0
Equity in income of subsidiaries, net of tax	(89,904)	(224,551)	(204,678)
Other income (expense), net	0	0	0
Loss before income taxes	(155,593)	(294,134)	(280,382)
Income tax benefit	22,991	24,354	26,646
Net loss	(132,602)	(269,780)	(253,736)
Noncontrolling interest	0	0	0
Net loss attributable to Delta Tucker Holdings, Inc.	(132,602)	(269,780)	(253,736)
Subsidiary Guarantors
Condensed Financial Statements, Captions [Line Items]
Revenue	1,937,385	2,268,349	3,298,767
Cost of services	(1,739,280)	(2,092,339)	(3,006,723)
Selling, general and administrative expenses	(144,625)	(146,623)	(148,962)
Depreciation and amortization expense	(33,857)	(47,979)	(48,028)
Earnings from equity method investees	140	489	1,510
Impairment of goodwill, intangibles and long lived assets	(96,696)	(214,004)	(312,728)
Operating loss	(76,933)	(232,107)	(216,164)
Interest expense	(3,135)	(2,562)	(3,825)
Loss on early extinguishment of debt	0	0	0
Interest income	103	198	130
Equity in income of subsidiaries, net of tax	149	10,174	5,097
Other income (expense), net	3,952	3,736	(998)
Loss before income taxes	(75,864)	(220,561)	(215,760)
Income tax benefit	(14,040)	(3,990)	11,082
Net loss	(89,904)	(224,551)	(204,678)
Noncontrolling interest	0	0	0
Net loss attributable to Delta Tucker Holdings, Inc.	(89,904)	(224,551)	(204,678)
Subsidiary Non- Guarantors
Condensed Financial Statements, Captions [Line Items]
Revenue	241,716	315,551	445,144
Cost of services	(238,254)	(312,110)	(437,375)
Selling, general and administrative expenses	(115)	(265)	(845)
Depreciation and amortization expense	(1,133)	(603)	(600)
Earnings from equity method investees	0	9,588	3,060
Impairment of goodwill, intangibles and long lived assets	0	0	0
Operating loss	2,214	12,161	9,384
Interest expense	0	0	0
Loss on early extinguishment of debt	0	0	0
Interest income	7	23	27
Equity in income of subsidiaries, net of tax	0	0	0
Other income (expense), net	16	(56)	188
Loss before income taxes	2,237	12,128	9,599
Income tax benefit	(279)	206	(267)
Net loss	1,958	12,334	9,332
Noncontrolling interest	(1,809)	(2,160)	(4,235)
Net loss attributable to Delta Tucker Holdings, Inc.	149	10,174	5,097
Eliminations
Condensed Financial Statements, Captions [Line Items]
Revenue	(255,924)	(331,591)	(456,727)
Cost of services	255,855	331,584	456,845
Selling, general and administrative expenses	65	7	(118)
Depreciation and amortization expense	4	0	0
Earnings from equity method investees	0	0	0
Impairment of goodwill, intangibles and long lived assets	0	0	0
Operating loss	0	0	0
Interest expense	0	0	0
Loss on early extinguishment of debt	0	0	0
Interest income	0	0	0
Equity in income of subsidiaries, net of tax	222,357	484,157	453,317
Other income (expense), net	0	0	0
Loss before income taxes	222,357	484,157	453,317
Income tax benefit	0	0	0
Net loss	222,357	484,157	453,317
Noncontrolling interest	0	0	0
Net loss attributable to Delta Tucker Holdings, Inc.	$ 222,357	$ 484,157	$ 453,317

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Consolidating Financial Statements of Subsidiary Guarantors (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Consolidating Statement of Comprehensive Income
Net loss	$ (130,793)	$ (267,620)	$ (249,501)
Other comprehensive loss:
Foreign currency translation adjustment	(122)	(131)	(437)
Other comprehensive loss, before tax	(122)	(131)	(437)
Income tax benefit related to items of other comprehensive loss	43	47	157
Other comprehensive loss	(79)	(84)	(280)
Comprehensive loss	(130,872)	(267,704)	(249,781)
Noncontrolling interest	(1,809)	(2,160)	(4,235)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(132,681)	(269,864)	(254,016)
Parent
Condensed Consolidating Statement of Comprehensive Income
Net loss	(132,602)	(269,780)	(253,736)
Other comprehensive loss:
Foreign currency translation adjustment	(122)	(131)	(437)
Other comprehensive loss, before tax	(122)	(131)	(437)
Income tax benefit related to items of other comprehensive loss	43	47	157
Other comprehensive loss	(79)	(84)	(280)
Comprehensive loss	(132,681)	(269,864)	(254,016)
Noncontrolling interest	0	0	0
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(132,681)	(269,864)	(254,016)
Subsidiary Issuer
Condensed Consolidating Statement of Comprehensive Income
Net loss	(132,602)	(269,780)	(253,736)
Other comprehensive loss:
Foreign currency translation adjustment	(122)	(131)	(437)
Other comprehensive loss, before tax	(122)	(131)	(437)
Income tax benefit related to items of other comprehensive loss	43	47	157
Other comprehensive loss	(79)	(84)	(280)
Comprehensive loss	(132,681)	(269,864)	(254,016)
Noncontrolling interest	0	0	0
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(132,681)	(269,864)	(254,016)
Subsidiary Guarantors
Condensed Consolidating Statement of Comprehensive Income
Net loss	(89,904)	(224,551)	(204,678)
Other comprehensive loss:
Foreign currency translation adjustment	0	0	(242)
Other comprehensive loss, before tax	0	0	(242)
Income tax benefit related to items of other comprehensive loss	0	0	86
Other comprehensive loss	0	0	(156)
Comprehensive loss	(89,904)	(224,551)	(204,834)
Noncontrolling interest	0	0	0
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	(89,904)	(224,551)	(204,834)
Subsidiary Non- Guarantors
Condensed Consolidating Statement of Comprehensive Income
Net loss	1,958	12,334	9,332
Other comprehensive loss:
Foreign currency translation adjustment	(122)	(131)	(195)
Other comprehensive loss, before tax	(122)	(131)	(195)
Income tax benefit related to items of other comprehensive loss	43	47	70
Other comprehensive loss	(79)	(84)	(125)
Comprehensive loss	1,879	12,250	9,207
Noncontrolling interest	(1,809)	(2,160)	(4,235)
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	70	10,090	4,972
Eliminations
Condensed Consolidating Statement of Comprehensive Income
Net loss	222,357	484,157	453,317
Other comprehensive loss:
Foreign currency translation adjustment	244	262	874
Other comprehensive loss, before tax	244	262	874
Income tax benefit related to items of other comprehensive loss	(86)	(94)	(313)
Other comprehensive loss	158	168	561
Comprehensive loss	222,515	484,325	453,878
Noncontrolling interest	0	0	0
Comprehensive loss attributable to Delta Tucker Holdings, Inc.	$ 222,515	$ 484,325	$ 453,878

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Consolidating Financial Statements of Subsidiary Guarantors (Details 2) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 108,782	$ 94,004	$ 170,845	$ 118,775
Restricted cash	721	707
Accounts receivable, net	386,097	448,496
Intercompany receivables	0	0
Prepaid expenses and other current assets	58,089	74,200
Assets held for sale	7,913	0
Total current assets	561,602	617,407
Long-term restricted cash	0	952
Property and equipment, net	15,694	23,786
Goodwill	42,093	128,888	293,767
Tradenames, net	28,536	28,762
Other intangibles, net	113,479	149,480
Investment in subsidiaries	0	0
Long-term deferred taxes	13,364	5,696
Other assets, net	15,162	27,516
Total assets	789,930	982,487	1,499,921
Current portion of long-term debt	187,272	0
Current liabilities:
Accounts payable	90,610	146,546
Accrued payroll and employee costs	100,681	93,707
Intercompany payables	0	0
Deferred income taxes	27,334	31,477
Accrued liabilities	114,718	130,026
Liabilities held for sale	784	0
Income taxes payable	8,130	4,424
Total current liabilities	529,529	406,180
Long-term debt	455,000	642,272
Other long-term liabilities	13,571	11,312
Noncontrolling interests	5,792	5,489
Deficit	(213,962)	(82,766)
Total liabilities and deficit	789,930	982,487
Parent
Current assets:
Cash and cash equivalents	0	0	0	0
Restricted cash	0	0
Accounts receivable, net	0	0
Intercompany receivables	0	0
Prepaid expenses and other current assets	0	0
Assets held for sale	0
Total current assets	0	0
Long-term restricted cash		0
Property and equipment, net	0	0
Goodwill	0	0
Tradenames, net	0	0
Other intangibles, net	0	0
Investment in subsidiaries	0	0
Long-term deferred taxes	0	0
Other assets, net	0	558
Total assets	0	558
Current portion of long-term debt	0
Current liabilities:
Accounts payable	0	0
Accrued payroll and employee costs	0	0
Intercompany payables	45,079	45,643
Deferred income taxes	0	0
Accrued liabilities	168,883	37,681
Liabilities held for sale	0
Income taxes payable	0	0
Total current liabilities	213,962	83,324
Long-term debt	0	0
Other long-term liabilities	0	0
Noncontrolling interests	0	0
Deficit	(213,962)	(82,766)
Total liabilities and deficit	0	558
Subsidiary Issuer
Current assets:
Cash and cash equivalents	0	0	0	0
Restricted cash	0	0
Accounts receivable, net	0	0
Intercompany receivables	0	0
Prepaid expenses and other current assets	2,406	0
Assets held for sale	0
Total current assets	2,406	0
Long-term restricted cash		0
Property and equipment, net	0	0
Goodwill	0	0
Tradenames, net	0	0
Other intangibles, net	0	0
Investment in subsidiaries	650,005	805,417
Long-term deferred taxes	0	0
Other assets, net	2,835	11,775
Total assets	655,246	817,192
Current portion of long-term debt	187,272
Current liabilities:
Accounts payable	0	0
Accrued payroll and employee costs	0	0
Intercompany payables	154,285	188,466
Deferred income taxes	0	0
Accrued liabilities	27,572	24,135
Liabilities held for sale	0
Income taxes payable	0	0
Total current liabilities	369,129	212,601
Long-term debt	455,000	642,272
Other long-term liabilities	0	0
Noncontrolling interests	0	0
Deficit	(168,883)	(37,681)
Total liabilities and deficit	655,246	817,192
Subsidiary Guarantors
Current assets:
Cash and cash equivalents	95,365	87,300	144,025	74,907
Restricted cash	721	707
Accounts receivable, net	389,773	452,938
Intercompany receivables	199,364	234,109
Prepaid expenses and other current assets	54,364	73,456
Assets held for sale	7,913
Total current assets	747,500	848,510
Long-term restricted cash		952
Property and equipment, net	14,617	23,615
Goodwill	9,694	96,489
Tradenames, net	28,536	28,762
Other intangibles, net	113,256	148,825
Investment in subsidiaries	55,460	55,087
Long-term deferred taxes	13,364	5,696
Other assets, net	10,616	15,183
Total assets	993,043	1,223,119
Current portion of long-term debt	0
Current liabilities:
Accounts payable	85,374	146,016
Accrued payroll and employee costs	96,800	84,725
Intercompany payables	15,180	28,231
Deferred income taxes	27,310	31,453
Accrued liabilities	90,013	105,404
Liabilities held for sale	784
Income taxes payable	8,214	5,072
Total current liabilities	323,675	400,901
Long-term debt	0	0
Other long-term liabilities	13,571	11,312
Noncontrolling interests	5,792	5,489
Deficit	650,005	805,417
Total liabilities and deficit	993,043	1,223,119
Subsidiary Non- Guarantors
Current assets:
Cash and cash equivalents	13,417	6,704	26,820	43,868
Restricted cash	0	0
Accounts receivable, net	11	719
Intercompany receivables	15,180	28,231
Prepaid expenses and other current assets	1,825	1,217
Assets held for sale	0
Total current assets	30,433	36,871
Long-term restricted cash		0
Property and equipment, net	1,077	171
Goodwill	32,399	32,399
Tradenames, net	0	0
Other intangibles, net	223	655
Investment in subsidiaries	0	0
Long-term deferred taxes	0	0
Other assets, net	1,711	0
Total assets	65,843	70,096
Current portion of long-term debt	0
Current liabilities:
Accounts payable	6,138	1,253
Accrued payroll and employee costs	3,881	13,296
Intercompany payables	0	0
Deferred income taxes	24	24
Accrued liabilities	340	436
Liabilities held for sale	0
Income taxes payable	0	0
Total current liabilities	10,383	15,009
Long-term debt	0	0
Other long-term liabilities	0	0
Noncontrolling interests	0	0
Deficit	55,460	55,087
Total liabilities and deficit	65,843	70,096
Eliminations
Current assets:
Cash and cash equivalents	0	0	$ 0	$ 0
Restricted cash	0	0
Accounts receivable, net	(3,687)	(5,161)
Intercompany receivables	(214,544)	(262,340)
Prepaid expenses and other current assets	(506)	(473)
Assets held for sale	0
Total current assets	(218,737)	(267,974)
Long-term restricted cash		0
Property and equipment, net	0	0
Goodwill	0	0
Tradenames, net	0	0
Other intangibles, net	0	0
Investment in subsidiaries	(705,465)	(860,504)
Long-term deferred taxes	0	0
Other assets, net	0	0
Total assets	(924,202)	(1,128,478)
Current portion of long-term debt	0
Current liabilities:
Accounts payable	(902)	(723)
Accrued payroll and employee costs	0	(4,314)
Intercompany payables	(214,544)	(262,340)
Deferred income taxes	0	0
Accrued liabilities	(172,090)	(37,630)
Liabilities held for sale	0
Income taxes payable	(84)	(648)
Total current liabilities	(387,620)	(305,655)
Long-term debt	0	0
Other long-term liabilities	0	0
Noncontrolling interests	0	0
Deficit	(536,582)	(822,823)
Total liabilities and deficit	$ (924,202)	$ (1,128,478)

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Consolidating Financial Statements of Subsidiary Guarantors (Details 3) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	$ 19,572	$ 25,377	$ 137,502
Cash flows from investing activities
Purchase of property and equipment	(3,179)	(8,712)	(7,628)
Proceeds from sale of property and equipment	526	44	182
Purchase of software	(1,555)	(1,631)	(2,718)
Return of capital from equity method investees	4,590	5,625	2,223
Contributions to equity method investees	(3,117)	0	(30)
Net Transfer (to) from affiliates	0	0	0
Net cash used in investing activities	(2,735)	(4,674)	(7,971)
Cash flows from financing activities
Borrowings on indebtedness	218,800	118,000	745,900
Payments on long-term debt	(218,800)	(208,000)	(796,537)
Payments of deferred financing cost	0	(1,740)	(2,139)
Borrowings under other financing arrangements		20,214	9,431
Payments related to financed insurance	(2,055)	(24,321)	(29,734)
Equity contribution from affiliates of Cerberus	1,000	0	0
Payments of dividends to Parent	(1,004)	(1,697)	(4,382)
Transfers (to) from affiliates	0	0	0
Net cash used in financing activities	(2,059)	(97,544)	(77,461)
Net change in cash and cash equivalent	14,778	(76,841)	52,070
Cash and cash equivalents, beginning of period	94,004	170,845	118,775
Cash and cash equivalents, end of period	108,782	94,004	170,845
Parent
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	563	333	461
Cash flows from investing activities
Purchase of property and equipment	0	0	0
Proceeds from sale of property and equipment	0	0	0
Purchase of software	0	0	0
Return of capital from equity method investees	0	0	0
Contributions to equity method investees	0		0
Net Transfer (to) from affiliates	0	0	0
Net cash used in investing activities	0	0	0
Cash flows from financing activities
Borrowings on indebtedness	0	0	0
Payments on long-term debt	0	0	0
Payments of deferred financing cost		0	0
Borrowings under other financing arrangements		0	0
Payments related to financed insurance	0	0	0
Equity contribution from affiliates of Cerberus	0
Payments of dividends to Parent	0	0	0
Transfers (to) from affiliates	(563)	(333)	(461)
Net cash used in financing activities	(563)	(333)	(461)
Net change in cash and cash equivalent	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	0	0	0
Subsidiary Issuer
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	33,182	29,545	30,040
Cash flows from investing activities
Purchase of property and equipment	0	0	0
Proceeds from sale of property and equipment	0	0	0
Purchase of software	0	0	0
Return of capital from equity method investees	0	0	0
Contributions to equity method investees	0		0
Net Transfer (to) from affiliates	0	0	0
Net cash used in investing activities	0	0	0
Cash flows from financing activities
Borrowings on indebtedness	218,800	118,000	745,900
Payments on long-term debt	(218,800)	(208,000)	(796,537)
Payments of deferred financing cost		0	0
Borrowings under other financing arrangements		0	0
Payments related to financed insurance	0	0	0
Equity contribution from affiliates of Cerberus	1,000
Payments of dividends to Parent	0	0	0
Transfers (to) from affiliates	(34,182)	60,455	20,597
Net cash used in financing activities	(33,182)	(29,545)	(30,040)
Net change in cash and cash equivalent	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	0	0	0
Subsidiary Guarantors
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(9,991)	(6,454)	101,590
Cash flows from investing activities
Purchase of property and equipment	(2,026)	(8,712)	(7,604)
Proceeds from sale of property and equipment	526	44	182
Purchase of software	(1,555)	(1,631)	(2,718)
Return of capital from equity method investees	4,590	5,625	2,223
Contributions to equity method investees	(3,117)		(30)
Net Transfer (to) from affiliates	34,745	(60,122)	(9,939)
Net cash used in investing activities	33,163	(64,796)	(17,886)
Cash flows from financing activities
Borrowings on indebtedness	0	0	0
Payments on long-term debt	0	0	0
Payments of deferred financing cost		(1,740)	(2,139)
Borrowings under other financing arrangements		20,214	9,431
Payments related to financed insurance	(2,055)	(24,321)	(29,734)
Equity contribution from affiliates of Cerberus	0
Payments of dividends to Parent	0	0	0
Transfers (to) from affiliates	(13,052)	20,372	7,856
Net cash used in financing activities	(15,107)	14,525	(14,586)
Net change in cash and cash equivalent	8,065	(56,725)	69,118
Cash and cash equivalents, beginning of period	87,300	144,025	74,907
Cash and cash equivalents, end of period	95,365	87,300	144,025
Subsidiary Non- Guarantors
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(3,178)	3,650	9,793
Cash flows from investing activities
Purchase of property and equipment	(1,153)	0	(24)
Proceeds from sale of property and equipment	0	0	0
Purchase of software	0	0	0
Return of capital from equity method investees	0	0	0
Contributions to equity method investees	0		0
Net Transfer (to) from affiliates	13,052	(20,372)	(7,857)
Net cash used in investing activities	11,899	(20,372)	(7,881)
Cash flows from financing activities
Borrowings on indebtedness	0	0	0
Payments on long-term debt	0	0	0
Payments of deferred financing cost		0	0
Borrowings under other financing arrangements		0	0
Payments related to financed insurance	0	0	0
Equity contribution from affiliates of Cerberus	0
Payments of dividends to Parent	(2,008)	(3,394)	(8,764)
Transfers (to) from affiliates	0	0	(10,196)
Net cash used in financing activities	(2,008)	(3,394)	(18,960)
Net change in cash and cash equivalent	6,713	(20,116)	(17,048)
Cash and cash equivalents, beginning of period	6,704	26,820	43,868
Cash and cash equivalents, end of period	13,417	6,704	26,820
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(1,004)	(1,697)	(4,382)
Cash flows from investing activities
Purchase of property and equipment	0	0	0
Proceeds from sale of property and equipment	0	0	0
Purchase of software	0	0	0
Return of capital from equity method investees	0	0	0
Contributions to equity method investees	0		0
Net Transfer (to) from affiliates	(47,797)	80,494	17,796
Net cash used in investing activities	(47,797)	80,494	17,796
Cash flows from financing activities
Borrowings on indebtedness	0	0	0
Payments on long-term debt	0	0	0
Payments of deferred financing cost		0	0
Borrowings under other financing arrangements		0	0
Payments related to financed insurance	0	0	0
Equity contribution from affiliates of Cerberus	0
Payments of dividends to Parent	1,004	1,697	4,382
Transfers (to) from affiliates	47,797	(80,494)	(17,796)
Net cash used in financing activities	48,801	(78,797)	(13,414)
Net change in cash and cash equivalent	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	$ 0	$ 0	$ 0

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Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	[1]	Dec. 31, 2014		Dec. 31, 2013
Allowance for doubtful accounts:
Beginning of Period		$ 4,736		$ 1,621		$ 1,481
Additions		15,314		3,269		1,531
Deductions from Reserve	[2]	(3,767)		(154)		(1,391)
End of Period		$ 16,283		$ 4,736	[1]	$ 1,621

[1] Additions in 2015 primarily driven by a balance sheet reclassification related to amounts billed during the year.

[2] Deductions from reserve represents accounts written off, net of recoveries.

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Condensed Financial Information of Registrant - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
ASSETS
Other Assets, Noncurrent	$ 15,162	$ 27,516
Total assets	789,930	982,487	$ 1,499,921
LIABILITIES & DEFICIT
Liabilities	529,529	406,180
Deficit	(213,962)	(82,766)
Total liabilities and deficit	789,930	982,487
Parent
ASSETS
Other Assets, Noncurrent	0	558
Total assets	0	558
LIABILITIES & DEFICIT
Liabilities	213,962	83,324
Deficit	(213,962)	(82,766)
Total liabilities and deficit	$ 0	$ 558

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Condensed Financial Information of Registrant - Statement of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Equity in income of subsidiaries, net of tax	$ 0	$ 0	$ 0
Income before income taxes	(139,465)	(288,190)	(286,962)
Income tax benefit	8,672	20,570	37,461
Net loss	(130,793)	(267,620)	(249,501)
Parent
Condensed Financial Statements, Captions [Line Items]
Equity in income of subsidiaries, net of tax	(132,602)	(269,780)	(253,736)
Income before income taxes	(132,602)	(269,780)	(253,736)
Income tax benefit	0	0	0
Net loss	$ (132,602)	$ (269,780)	$ (253,736)

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Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net cash from operating activities	$ 19,572	$ 25,377	$ 137,502
Net cash from investing activities	(2,735)	(4,674)	(7,971)
Net cash from financing activities	(2,059)	(97,544)	(77,461)
Net change in cash and cash equivalent	14,778	(76,841)	52,070
Cash and cash equivalents, beginning of period	94,004	170,845	118,775
Cash and cash equivalents, end of period	108,782	94,004	170,845
Parent
Condensed Financial Statements, Captions [Line Items]
Net cash from operating activities	563	333	461
Net cash from investing activities	0	0	0
Net cash from financing activities	(563)	(333)	(461)
Net change in cash and cash equivalent	0	0	0
Cash and cash equivalents, beginning of period	0	0	0
Cash and cash equivalents, end of period	$ 0	$ 0	$ 0

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Condensed Financial Information of Registrant (Details Textual) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2015
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Related Party Transaction, Due from (to) Related Party		$ 0
Capital contribution in connection with merger	$ 550,900,000	$ 550,900,000