SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

DYNAMICS RESEARCH CORPORATION

(Name of subject company (Issuer))

ENGILITY SOLUTIONS, INC.

(Offeror) a wholly owned subsidiary of

ENGILITY CORPORATION

(Offeror) a wholly owned subsidiary of

ENGILITY HOLDINGS, INC.

(Name of Filing Persons (Offeror))

Common Stock, par value $0.10 per share	268057106
(Title of classes of securities)	(CUSIP number of common stock)

Thomas O. Miiller

Senior Vice President, General Counsel and Corporate Secretary

3750 Centerview Drive

Chantilly, Virginia 20151

(703) 708-1400

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)

Copies to:

Ryan D. Thomas

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6200

CALCULATION OF REGISTRATION FEE

Transaction Valuation*	Amount of Filing Fee*
N/A*	N/A*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	None	Filing Party:	N/A
Form of Registration No.:	N/A	Date Filed:	N/A

x  Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third party tender offer subject to Rule 14d-1

¨  issuer tender offer subject to Rule 13e-4

¨  going private transaction subject to Rule 13e-3

¨  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a tender offer by Engility Solutions, Inc., a Massachusetts corporation (“Purchaser”) and an indirect wholly owned subsidiary of Engility Holdings, Inc., a Delaware corporation (“Engility”) and a direct wholly owned subsidiary of Engility Corporation, a Delaware corporation (“Engility Corp”), to purchase all of the issued and outstanding shares of common stock, of Dynamics Research Corporation, a Massachusetts corporation (“DRC”), pursuant to an Agreement and Plan of Merger, dated as of December 20, 2013, among Engility Corp, Purchaser and DRC.

Additional Information

The tender offer for the outstanding shares of common stock of DRC described in this communication has not yet commenced. This communication is for informational purposes only and is not an offer to purchase any shares of DRC or a solicitation of an offer to sell securities. At the time the tender offer is commenced, Engility will file a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the “SEC”) and DRC will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to DRC stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

EXHIBIT INDEX

Exhibit 99.1	Slide Presentation, dated December 23, 2013
Exhibit 99.2	Transcript of Investor Conference Call held by Engility on December 23, 2013
Exhibit 99.3	Letter to Employees, dated December 23, 2013
Exhibit 99.4	FAQs to Employees, dated December 23, 2013

- 2 -

EX-99.1

Exhibit 99.1

Exhibit 99.1

Built for today.

Designed for tomorrow.

Engility to Acquire Dynamics Research Corporation

December 23, 2013

Forward Looking Statements

This presentation contains forward-looking statements with respect to the tender offer and related transactions, the expectation that the transaction would be accretive to Engility’s earnings, expectations with respect to synergies and cost savings, the closing of the tender offer and related transactions, the combined capabilities of the companies, expectations regarding DRC’s 2013 estimated revenue and EBITDA, expectations regarding expanded market opportunities, size and growth, market and industry trends, and general business outlook. When used in this press release, the words “will,” “expected,” “anticipated,” similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including the inability to achieve anticipated synergies, cost reductions or operating efficiencies without unduly disrupting business operations, unexpected costs associated with, or inability to complete, integration activities in a timely manner, the possibility that key personnel of DRC may not be retained by Engility, responses from competitors, customers, and partners, uncertainties regarding the timing of the closing of the transaction, uncertainties as to how many of DRC’s stockholders may tender their stock in the tender offer, the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, and general economic and business conditions. Engility does not assume any obligation to update any forward looking statement, whether as a result of new information, future events or otherwise. Factors that could cause actual results of the tender offer to differ materially include the following: costs related to the proposed transaction, the risk of failing to obtain any regulatory approvals or satisfy conditions to the transaction, the risk that the transaction will not close or that closing will be delayed, the risk that Engility’s and DRC’s respective businesses will suffer due to uncertainty related to the transaction, the competitive environment in our industry and competitive responses to the transaction as well as risk factors set forth above. Further information on factors which could affect the company’s financial results is provided in documents filed by Engility with the U.S. Securities and Exchange Commission.

2

Transaction Overview

The Transaction:

– Signed definitive agreement to acquire DRC, a U.S. government services, IT and management consulting firm

– Unanimously approved by both Boards

– Accretive to 2014 earnings and significantly accretive to 2015 earnings and beyond

– Financed through our existing credit facility and cash on-hand

Purchase Price; Structure:

– Tender offer followed by second-step merger

– $11.50 per share for each outstanding share of common stock

– Trailing 12-month adjusted EBITDA multiple, excluding transaction expenses and including approximately $35M in tax benefits, is expected to be 6.8x

Key Conditions:

– Closing subject to customary closing conditions and regulatory approval

– No financing contingencies

Anticipated Close:

– First quarter of 2014

3

Engility to Acquire DRC

Complementary businesses expand market opportunity with new customers in high-priority markets Consistent with our growth strategy to further expand our addressable market, customer base and capabilities

– Increases our access to additional contract vehicles and adds scale to our business

Long-term success in today’s consolidating federal services market will depend on a mix of organic growth and strategic acquisitions to derive the benefits from scale and a broader customer and contract base Acquisition further diversifies our revenue base. DRC generates:

– More than 50% of its revenue from non-DOD customers

– 75% of its revenue from customers that will be new to Engility

Adds more than 1,100 highly skilled employees, prime contract positions on approximately 80% of its work. Full-year 2013 estimated revenue of $274-277 million and adjusted EBITDA of $24.3-$24.7 million

4

Expanding Customer Base

Enhancing and Gaining New Relationships

5

Growing Our Portfolio of Offerings

Technical Consulting

Asymmetric Threat / CIED / CBRNE

High Performance Computing

Emergency Preparedness & Response Global Climate Change

Health IT

International Capacity Development Air Traffic Management Systems

Financial and Regulatory Reform

Information Technology

Network Engineering

Software Development & Integration Hardware & Network Implementation Information Security System Hardening & Configuration Certification & Accreditation

Program Support

Strategic Planning

Requirements Engineering Acquisition Support Program Management Configuration Management

Financial Management & Economic Analysis

Supply Chain / Logistics

Integrated Logistics Support Life Cycle Support Warehousing Asset Management

Document Development/Maintenance

Material Packaging, Handling, Shipping, & Transport

Engineering & Tech Support

Modeling & Simulation

System Engineering & Integration Test & Evaluation Software Engineering & Sustainment Hardware Engineering & Sustainment Upgrade & Modernization

Training & Education

e-Learning

Knowledge Management

Education & Leader Development Integrated Training & Exercise Support Platform & Technology Training Live, Virtual and Constructive, Gaming

Enhanced capabilities through the DRC acquisition New capabilities through the DRC acquisition Engility core capabilities

6

Accessing New IDIQ Vehicles

Ceiling Contract

Contract Customer Value Expiration

GSA ALLIANT GSA / Government Wide $50B 2019

FBI IT Triple S Department of Justice $30B 2018

EAGLE II *

(Under protest but DRC is Department of Homeland Security $22B 2020

expected to retain prime

position)

CIO-SP3 NIH / Government Wide $20B 2022

STOC II U.S. Army $17.5B 2022

TEAMS Tricare/MHS/DOD-wide $5B 2018

TIPSS-4 Department of Treasury $4B 2020

NETCENTS 2 EISM U.S. Air Force $460M 2015

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Increasing Scale

Spreads our combined infrastructure cost over a larger revenue base

Allows us to invest in and grow our business

Enables us to better withstand industry headwinds

Diversifies our customer base across more Federal agencies as we pivot away from in-theater work with the U.S. Army

Ensures DRC’s existing customers receive the same expertise and thought leadership they are accustomed to from DRC’s employees, but now at a lower total cost

8

Tender Offer Information

The tender offer for the outstanding shares of common stock of Dynamics Research Corporation (“DRC”) described in this communication has not yet commenced. This communication is for informational purposes only and is not an offer to purchase any shares of DRC or a solicitation of an offer to sell securities. At the time the tender offer is commenced, Engility will file a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the “SEC”) and DRC will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to DRC stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

9

Engility to Acquire Dynamics Research Corporation

EX-99.2

Exhibit 99.2

THOMSON REUTERS STREETEVENTS

EDITED TRANSCRIPT

EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics Research Corporation

EVENT DATE/TIME: DECEMBER 23, 2013 / 1:30PM GMT

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

CORPORATE PARTICIPANTS

Dave Spille Engility Holdings, Inc.—IR

Tony Smeraglinolo Engility Holdings, Inc.—President and CEO

Mike Alber Engility Holdings, Inc.—SVP and CFO

CONFERENCE CALL PARTICIPANTS

Mark Jordan Noble Financial—Analyst

Bill Loomis Stifel Nicolaus—Analyst

Brian Ruttenbur CRT Capital Group—Analyst

Edward Caso Wells Fargo Securities—Analyst

Graham Meharg Loeb King—Analyst

PRESENTATION

Operator

Good day, ladies and gentlemen, and welcome to the conference call announcing Engility’s proposed acquisition of Dynamics Research Corporation. My name is Mark and I will be your Operator for today.

(Operator Instructions)

As a reminder, this conference is being recorded for replay purposes.

I would now like to turn the conference over to Dave Spille. Please proceed, sir.

Dave Spille—Engility Holdings, Inc.—IR

Thank you and good morning, everyone. Please note that we have provided the presentation slides on the investor relations section of our website. On the call with me today are Tony Smeraglinolo, President and CEO; and Mike Alber, Senior Vice President and Chief Financial Officer. Earlier this morning, Engility announced its intent acquisition of Dynamics Research Corporation, or DRC. The details of this transaction can be found in the press release we issued this morning at approximately 6:30 AM Eastern time. The purpose of today’s call is to discuss the proposed acquisition. Tony and Mike will review the proposed acquisition and the terms of the transaction. After Tony and Mike’s comments, we will turn the call over to your questions.

You should be aware that our discussion and responses to your questions may contain forward-looking statements related to the acquisition of DRC and the estimated results of the Company which are subject to risks, uncertainty and assumptions. All statements other than historical facts included in our discussion including, but not limited to, statements regarding the timing and closing of the transaction, the expected benefits of the transaction, expected performance and future business plans and any assumptions underlying any of the foregoing are forward-looking statements. Should any of these risks or uncertainties materialize or should our assumptions prove to be incorrect, actual Company results and actual effects of the transaction on the Company could differ materially from those forward-looking statements.

A discussion of risks, uncertainties and assumptions related to the acquisition and the estimated impact on the Company as well as the other information on potential risk factors that could affect our financial results are included in the periodic reports filed by Engility Holdings and DRC filed with the SEC, including ours and DRC’s most recent reports on Form 10-Q and Form 10-K, respectively, particularly under the headings risk factors and the tender offer statement on schedule TO and other offer documents we filed with — filed by Engility and the solicitation recommendation statement on Schedule 14D-9 to be filed by DRC.

2

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

Finally, the tender offer for the outstanding shares of common stock at DRC described in this communication has not yet commenced. This discussion regarding the acquisition is for informational purposes only and is not an offer to purchase any shares of DRC or a solicitation of any offer to sell securities. At the time the tender offer is commenced, Engility will file a tender offer statement on schedule TO including an offer to purchase, a letter of transmittal and related documents with the SEC. And DRC will file it’s solicitation recommendation statement on 14D-9 with the SEC. The tender offer documents and/or solicitation recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to DRC’s stockholder at no expense to them. In addition, such materials and other offer documents filed with the SEC will be available at no charge on SEC’s website at www.sec.gov. With that I’ll now turn the call over to Tony.

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Good morning, everyone, and thank you for joining us on our call today. I am extremely excited about the press release we issued earlier this morning. We announced that we signed a definitive agreement to acquire Dynamics Research Corporation. DRC is a US Government services IT and management consulting firm with leading capabilities in healthcare, Homeland Security, research and development, intelligence, surveillance and reconnaissance, financial and regulatory reform, and defense readiness logistics and command control and communications. Under the terms of the agreement, Engility has agreed to acquire all outstanding shares of DRC’s common stock at a price per share of $11.50 in cash. The proposed transaction, which was unanimously approved by both Boards, is expected to be accretive to Engility’s 2014 earnings and significantly accretive to our 2015 earnings and beyond. We expect this transaction, which is structured as a tender offer, will close in the first quarter of 2014.

As you likely can tell, I am thrilled about combining two leading pure play government services providers that are extremely complementary in nature and are focused on delivering superior results to our respective customers as efficiently as possible. This acquisition is consistent with Engility’s growth strategy to further expand our addressable market, customer base and capabilities. In addition, it increases our access to additional contract vehicles and add scale to our business. Achieving long-term success in today’s consolidating federal service market will depend on a mix of organic growth and strategic acquisitions to derive the benefits of scale in a broader customer and contract base.

As I indicated earlier, Engility and DRC are very complementary. There is very little overlap between our respective contract vehicles and customers. This acquisition will further diversify our revenue base as DRC generates approximately 75% of its revenue from customers that will be new to Engility. In addition, DRC generates more than 50% of its revenue from non-DoD customers. This will further diversify our business as Engility generates approximately 75% of its revenue from traditional DoD customers.

DRC also will expand our customer base. Through this acquisition, we will enhance or gain new relationships with the US Air Force, the intelligence community, the Department of Homeland Security, Health and Human Services, FDIC, Treasury Department, TRICARE, the VA, and additional US Navy and Army customers and other Federal agencies. This acquisition also positions us to grow in the high priority areas of healthcare, Homeland Security, research and development, intelligence, surveillance and reconnaissance, and the financial and regulatory reform markets where DRC has established a significant market presence. As a result, we believe Engility will be able to provide its leverage and leverage its low-cost value proposition to better serve a set of new long-standing DRC customers with high priority well-funded missions.

In terms of capabilities, DRC expand our organic capabilities in program support, engineering and technology lifecycle support and IT modernization and sustainment. DRC also provides additional high-end specialized technical consulting expertise in key mission areas such as healthcare IT, high-performance computing, cyber security and financial and regulatory reform. One of the more unique high-end service offerings DRC brings to Engility was obtained through its HPTI acquisition, which DRC completed in 2011. HPTI positioned DRC in the high-end technology services, primarily serving the Federal healthcare and military technology markets. This portion of DRC’s business is known for helping its customers solve some of the nation’s highest priority, most technically advanced problems from high-performance computing to enterprise-wide system engineering and architecture. DRC possesses extraordinary capabilities to meet customer needs for merging priority missions.

3

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

In addition, DRC adds new capabilities in constructive training and modeling assimilation, which will enhance the already significant training franchise we have built over the last 10 years. DRC’s IDIQ vehicles are also very complementary. One of our primary goals with our inorganic strategy is to continue to build on our existing portfolio of IDIQ prime contract vehicles. Through the DRC acquisition, we will gain access to new IDIQ vehicles and GWACs that have significant remaining periods of performance and ceiling values. A few of these contracts include the $4 billion TIPSS-4 contract with the Department of Treasury, the $40 billion CIO-SP3 contract with the National Institute of Health, the $50 billion GSA ALLIANT contract, the $17.5 billion STOC II simulation training and instrumentation Omnibus contract with the US Army, and the $22 billion Eagle II contract with the Department of Homeland Security, which is a highly regarded vehicle but in still under protest. However, we expect DRC will maintain its winning position and we plan to leverage our combined capabilities to win at least our fair share of future task orders.

DRC also adds scale to our business, which is important because it will allow us to spread our combined infrastructure costs over a larger revenue base, invest in and grow our business and better withstand industry headwinds, diversify our customer base across more Federal agencies as we pivot away from our remaining in-theater work with the Army and provide DRC’s existing customers with the same expertise and thought leadership they have been receiving from DRC employees for years but now at a lower total cost.

We have a great deal of respect for the DRC team. They have a strong long-term customer relationships and a highly talented workforce that is focused on customer success. This is validated by DRC’s strong customer satisfaction scores and its long-term enduring customer relationships. DRC has a 25-plus year relationship with the US Air Force and a 10-year or more relationship with the VA, Department of Justice, Department of Treasury and the intelligence community. We believe these strong relationships will be beneficial to us as we leverage our differentiated business model with DRC’s long-standing customers.

In summary, I am thrilled to be welcoming the DRC team to Engility. Through this transaction, we are bringing together the capabilities and highly talented individuals of our two leading organizations, which will enable us to continue to deliver a strong customer-centric value proposition to our clients. It also will expand our addressable market, customer base and offerings. In addition, we will gain access to many new contract vehicles and add scale to our business which should bode well for our combined organization. With that I will turn it over to Mike who will talk about the financial aspects of the transaction.

Mike Alber—Engility Holdings, Inc.—SVP and CFO

Thanks, Tony, welcome, everyone. I’m also thrilled to be adding such a talented and dedicated workforce to our team. We believe this transaction will add significant long-term value to our employees, customers and shareholders. As Tony said, under the terms of the definitive agreement, which was unanimously approved by both Boards, DRC shareholders will receive $11.50 in cash for each outstanding share of common stock via a tender offer. Including approximately $35 million in present value tax benefits we expect to realize from the DRC acquisition on a go-forward basis, the trailing 12-month adjusted EBITDA multiple for this acquisition, excluding transaction expenses, is expected to be 6.8 times using balance sheet data as of September 30, 2013. This acquisition is expected to close during the first quarter of 2014. We will finance this transaction through our existing credit facility with Bank of America and cash on hand. This acquisition is not subject to any financing conditions. Upon closing the transaction, we anticipate our net debt to trailing 12-month adjusted EBITDA leverage ratio will be approximately 2.6 times, which is comparable to our peer group and very manageable given our positive cash flow generation.

For the 2013 full year, DR estimates revenue to be between $274 million at $277 million and adjusted EBITDA to be between $24.3 million and $24.7 million. As Tony indicated, this acquisition is expected to be accretive to Engility’s 2014 earnings and significantly accretive to our 2015 earnings and beyond. And with that, I will open up the lines for questions. Operator, would you please explain the Q&A process?

4

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

QUESTIONS AND ANSWERS

Operator

(Operator Instructions)

Mark Jordan, Noble Financial.

Mark Jordan—Noble Financial—Analyst

Gentlemen, congratulations on the acquisition. Could you talk about the size of the efficiencies you should derive by acquiring DRC with regards to savings on the corporate side and what do you expect from general synergistic benefits from putting the Companies together?

Mike Alber—Engility Holdings, Inc.—SVP and CFO

So we are — we will be in the process of implementing a collaborative integration plan in 2014. So as we go — so as the Companies can go forward and look at a combined business strategy in 2015. So we will be implementing this collaborative integration plan in conjunction with DRC in 2014.

Mark Jordan—Noble Financial—Analyst

Do you have a sense as you enter into 2015, what are your goals with regards to overall cost reduction or cost elimination because the acquisition?

Mike Alber—Engility Holdings, Inc.—SVP and CFO

We believe that based on our projections that we’ve taken a conservative look at cost eliminations going into 2014. But we’ll be spending a significant amount of time looking at what the combined entities will be able to yield.

Mark Jordan—Noble Financial—Analyst

Okay.

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Take a spin on that just a little bit as Mike has said, this is going to be very collaborative approach for us the pinpointing exact number at this point in time until we get the opportunity to really get together with the two teams. If you know how we formed Engility was the best of the best and we will go through that same process. We expect it to be a highly efficient organization, that’s part of our mandate. But to pinpoint an exact number probably premature at this point.

Mark Jordan—Noble Financial—Analyst

Okay. If you look back over the last couple of years, Dynamics Research has been transitioning their business mix as you’ve highlighted in your press release where they’ve had emphasizing growth segments which are now in the majority of their business. But some of their legacy operations had been declining and this lowered overall — historically overall revenue levels. Moving into 2014, do you see that point of inflection where the growth segments of DRC will offset the decline in legacy business? And do you — and how much do you think you’ll be able to leverage their IDIQ portfolio to accelerate their growth?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

And that’s really the investment thesis behind this. Again, just taking a step back, reminder of the Engility portfolio. As we spun in the 2012, that narrative was being told a little bit earlier about a 2003 spinoff. But as we pointed out to you in our 10-K, those areas that we’re typically brand is probably about 20% of our business with 80% of our business being at that higher end technical services. DRC has gone through a very similar evolution. They have migrated from not necessarily lower end but technical services to with their acquisition HPTI to much higher end higher value more enduring missions.

5

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

So part of the investment thesis is certainly to go leverage that. You will see where we’re branding the Company and where we’re positioning the Company for the future is just that, in the higher end marketplaces. We will still discriminate ourselves in the security — in security training. That’s still will be a core competency of ours. But as we see the draw down in our OCO work, we expect this type of high-value enduring business to mitigate that downturn.

I’ll continue on just a little bit. It was really part of our investment thesis when we spun the Company, we knew that the OCO was going to be drawing down over a couple three years. The good news of that, it has thrown off quite a bit of cash and you see we’re deploying that cash to transform the Company.

Mark Jordan—Noble Financial—Analyst

Okay. Final question for me, if I may, the $35 million you note in terms of present value of tax benefits, how much of that will you receive annually, say for 2015 which will be the first full year?

Mike Alber—Engility Holdings, Inc.—SVP and CFO

The expectation is that we’d take a look at that tax benefit over a five to six year period of time, pretty much prorated over that period of time.

Mark Jordan—Noble Financial—Analyst

Thank you very much.

Operator

Bill Loomis, Stifel.

Bill Loomis—Stifel Nicolaus—Analyst

Tony, what did you see in the market with Engility? You mentioned the investment thesis, as I understood it was not to focus on solutions provide low cost services and a low cost model going forward. Obviously DRC was with the HPTI acquisition was moving out to the direction as you just mentioned more towards the solution side. What are you seeing in the market that made you change the direction of Engility? And what, you mentioned were taking costs out, what edge do you have on taking costs out other than scale that DRC didn’t? Thanks.

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Hi, Bill, I don’t really see it as a pivot or a change in philosophy, it’s a continuation of the conversation we’ve been having of that spectrum of thought of services. And we all have that conversation. There is a spectrum of thought we could flush through what is the lowest bend of that spectrum of thought base operations (inaudible) commodes, obviously we’re never in that part of the business we’re always in that little bit more in the middle with some of the higher end stuff getting into the technical consulting. As we had pointed out in our recent 10-K, a lot of our business is more toward that higher end, more akin to what Booz Allen is doing, akin to what the task is doing. This is just an amplification of that. We see that market still being in the technical services end. But it gets to the consultancy which we consider the higher end of technical services. So I don’t see this as a pivot, I see this as really a double down in the higher value, higher margin business that we’ve been on that path since the spin.

6

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

Bill Loomis—Stifel Nicolaus—Analyst

In terms of the cost structure, what edge will you have on reducing costs on some of these IT programs versus what DRC did?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Just taking always the thesis if you like Engility today, you’re really going to like it tomorrow because success breeds success. As we can take that finite and I think maybe industry-leading streamlined cost structure over a bigger base it does good things for our existing customers as well as positions us well for new customers. That’s in spades with DRC. They have just distinguished themselves of bringing high-value, highly talented folks to the marketplace. Now they’re going to be able to go do that in even more attractive, more efficient low cost model, not because they weren’t efficient. Matter of fact, they knocked the cover off of it, if you look at their DSOs as being a proxy for the majority of their systems, it’s in the 50s. It’s just the mathematics of being able to take that business over now the $1.4 billion, $1.5 billion Engility base.

Bill Loomis—Stifel Nicolaus—Analyst

Okay. Thank you.

Operator

Brian Ruttenbur, CRT.

Brian Ruttenbur—CRT Capital Group—Analyst

Okay, Tony, so what now? Do you see that other competitors, the [Khakis], ManTech’s, whatever will go out and start making acquisitions is 2014 going to be the year of acquisitions and what’s next for you guys? Can — do you have the capacity to make more acquisitions of this size?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Well I think we are enjoying a little bit of the first mover advantage in this technical services marketplace. I differentiate this from CACI’s purchase of Six3 which I saw a little bit more of the one off, clearly a double down in their strategy in the intel cyber security marketplace that were picking up some of those capabilities. Yes, we’re excited about this higher end technical consultancy.

Is there more acquisitions? We’ve been very selective with this one. Okay? A reminder, Brian, you’ve been with us since the spin. All of our energies we’ve put into doing this spin as the July 2012 timeframe seamlessly. I think you were able to accomplish that for our employees and our customers. The next was transforming Engility for 4.5 months when people thought it was going to take 12 to 18 to that efficient cost model. We spent the first half of 2013 understanding that model. And in June, July of this year with our Board we took a look at what good looks like going forward. And we felt that there had to be a disciplined inorganic strategy that complemented our organic strategy.

That disciplined inorganic strategy was going to — must provide us three things. It had to provide us new capabilities, new markets and scale. Fortuitous? This opportunity came up that just did just that. It did it in spades. Obviously I talked about the new marketplaces it’s opening up for us. First supplying our portfolio higher end capabilities and obviously just by its definition, scale. So —

Brian Ruttenbur—CRT Capital Group—Analyst

Very good.

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

But we take a look at it, this is a very good acquisition for us. Most probably very similar to what we’ve done in the past, we’re going to digest this. We’re going to make sure that this is industry best in terms of its structure, the new Engility, maintains its advantage of being streamlined. So there’s nothing imminent, but again, we will always have a disciplined approach toward acquisitions.

Brian Ruttenbur—CRT Capital Group—Analyst

Okay. And then as one other question, in terms of DRC, this was a competitive situation in terms of this being shot shocked by investment bank I believe, and you can correct me if I’m wrong. What do you think about the competition out there? Are they hungry to — were they interested? Was there a lot of interest in DRC from the competition?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Brian, unfortunately I can’t comment on that. That will all be filed and be coming out in the coming days when we file — do our SEC filing. So apologize, don’t want to deflect the question, but I just can’t comment at this point.

Brian Ruttenbur—CRT Capital Group—Analyst

Okay. And you anticipate it to be closed again when?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Late January, early February, so first quarter.

Brian Ruttenbur—CRT Capital Group—Analyst

Okay. Great, thank you very much.

Operator

(Operator Instructions)

Edward Caso, Wells Fargo.

Edward Caso—Wells Fargo Securities—Analyst

Are there any organizational conflict interest that may cause you to shed contracts here?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Ed, no. We did a very robust sweep of both portfolios. Obviously that’s (inaudible). The Engility thesis plus to mitigate OCI, we see none.

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

Edward Caso—Wells Fargo Securities—Analyst

Is that — is there any parts of their business that you, without specifically naming them, do you sense that you may shed some just because it doesn’t fit where you want to go?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

We don’t see any of that, Ed. We think that it’s very complementary. We enjoy the scale that it brings to us, so I don’t foresee divesting ourselves of anything.

Edward Caso—Wells Fargo Securities—Analyst

You didn’t say anything about, or I might have missed it, about management. Are they staying? Are there retention in place? Can you talk about how the management structure looks post settlement?

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Yes and Mike had pointed out, we’re going to keep this separate, run it separate for a year. It’s our intention not to have employment contracts but retention agreement with key leaders. The most sensitive thing for us is we treasure this acquisition, we treasure the people and we want to make this as seamless as possible on all employees. So we would expect an orderly transition in 2014 but keeping the majority of the leadership in place through retention agreements.

Edward Caso—Wells Fargo Securities—Analyst

Okay. Want to make sure I have the numbers right. In dollars, how much are you paying for the company rather than per share?

Mike Alber—Engility Holdings, Inc.—SVP and CFO

Basically the two components of that are the equity price — the equity portion which is based on the share price which is about $121 million. And the debt portion of it around $79.2 million. So all in, without transaction costs it’s roughly $200 million.

Edward Caso—Wells Fargo Securities—Analyst

Okay. And then the multiple EBITDA trailing multiple you’re paying excluding the tax benefit would be what?

Mike Alber—Engility Holdings, Inc.—SVP and CFO

On a tax adjusted free deal basis, it’s 6.8 times on a trailing 12 months.

Edward Caso—Wells Fargo Securities—Analyst

And — but what’s the math without the tax benefit? I just want to make sure I got my numbers right here.

Mike Alber—Engility Holdings, Inc.—SVP and CFO

Let’s see. It’s approximately 8.3 times without the tax.

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

Edward Caso—Wells Fargo Securities—Analyst

And then do you just have the numbers — you have — do the numbers change much on the estimated 13 — because you’re only off by a quarter, right? So that the multiples are roughly the same?

Mike Alber—Engility Holdings, Inc.—SVP and CFO

Yes.

Edward Caso—Wells Fargo Securities—Analyst

Okay, great. Congratulations.

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Thank you.

Operator

Graham Meharg, Loeb King.

Graham Meharg—Loeb King—Analyst

Good morning, gentlemen, actually all of my questions have been answered. Congrats on the transaction. Thanks very much.

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Thanks, Graham.

Operator

I’m going to turn it back over to Tony for closing remarks.

Tony Smeraglinolo—Engility Holdings, Inc.—President and CEO

Well thank you very much for joining us today and for your interest in Engility. We are excited to bring two great Companies together to create a stronger more efficient organization supporting our customers with a wider range of specialized technology and mission experience. I look forward to welcoming DRC’s highly talented employees to the Engility team. And as we continue down this path, we will provide you with timely updates on our progress. And with that, we will end today’s call. We look forward to speaking with you again in the near future.

Operator

Thank you very much. This concludes today’s conference. Thank you for your participation, you may now disconnect. Have a great day.

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DECEMBER 23, 2013 / 1:30PM, EGL—Engility Holdings Inc Conference Call to discuss the acquisition of Dynamics

Research Corporation

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EX-99.3

Exhibit 99.3

Engility Employee Letter

Dear Engility Colleagues:

I am very pleased to announce that Engility has entered into an agreement to acquire Dynamics Research Corporation (DRC), a U.S. government services, information technology and management consulting firm. Led by a seasoned executive team, DRC brings a trusted, highly-specialized and talented workforce with a strong focus on customer service, complementing our own highly-skilled employees. We are excited about the additional opportunities and value that this transaction represents for our collective business, our customers, our employees and our shareholders.

The acquisition of DRC is a pivotal first step in our strategy of growth through strong partnerships and targeted acquisition opportunities and through this transaction we will be able to further expand and diversify our addressable market, customer base and capabilities. Engility and DRC are very complementary in nature and are focused on delivering superior customer results as efficiently as possible.

This transaction will better position Engility moving forward by:

1. Expanding Our Customer Market. DRC generates more than 50% of its revenue from non-DoD customers. This will further diversify our business, as we generate approximately 75% of our revenue from DoD customers.

2. Extending Our Capabilities. DRC’s business expands our core capabilities and directly aligns with Engility’s six core service offerings.

3. Providing Additional Long-Standing Contract Vehicles. DRC’s impressive contract portfolio, with approximately 80% prime contracts and long-standing customer relationships, complements Engility’s more than 1,300 active contracts and task orders and enables us to leverage our low-cost value proposition across the combined services offering.

Many of you have heard me say that Engility was founded on a principle of continuous improvement in all aspects of our business to ensure mission success and maximum value for our customers. As I mentioned, DRC’s suite of capabilities is a perfect fit and our companies also share a strong commitment to integrity, ethics, accountability, quality and ingenuity.

The proposed transaction is anticipated to close during the first quarter of 2014, subject to customary conditions and approvals. Our primary focus following the close will be to successfully integrate our two companies. In the meantime, Engility and DRC will continue to operate as independent companies.

We are committed to open, honest and transparent dialogue and we will share updates with you throughout the integration process. Although, we may not have all the answers right away, we are committed to communicating as much information as we can in a timely and efficient manner.

The press release announcing the transaction is attached to this email as a reference. Going forward, INSIGHT will be a helpful information source for you and we encourage you to visit the homepage where news and updates, including FAQ, will be posted on a regular basis. If you have questions, please reach out to your manager directly. You should also feel free to email questions to DRC@engilitycorp.com

Our goal is to build a company that is the best of the best in the industry and your continued efforts and hard work are vital to the success of this transaction as well as the success of our business going forward. Thank you for your ongoing dedication and hard work.

Sincerely,

Tony Smeraglinolo

President & Chief Executive Officer

Engility Corporation

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Additional Information

The tender offer for the outstanding shares of common stock of Dynamics Research Corporation (“DRC”) described in this communication has not yet commenced. This communication is for informational purposes only and is not an offer to purchase any shares of DRC or a solicitation of an offer to sell securities. At the time the tender offer is commenced, Engility will file a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the “SEC”) and DRC will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to DRC stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

Page 2 of 2

EX-99.4

Exhibit 99.4

Engility Employee FAQ

1. Why is Engility buying Dynamics Research Corporation (DRC)?

The acquisition of DRC is a pivotal first step in our strategy of growth through strong partnerships and targeted acquisition opportunities and through this transaction we will be able to further expand and diversify our addressable market, customer base and capabilities.

Our long-term success and position as a differentiated leader in today’s consolidating federal services market will depend on a mix of organic growth and strategic acquisitions to derive the benefits of scale and provide contracting flexibility to the combined customer base.

The additional scale and strategic market position provided by the transaction will allow us to grow our business and withstand industry headwinds. It will also enable us to spread our infrastructure costs over a larger revenue base and increase our opportunities within Engility and DRC’s customer base.

Additionally, the transaction increases our access to additional contract vehicles and adds scale to our business, supporting long-term customer priority missions. DRC’s broad portfolio of over 300 active contracts, with prime positions on key Department of Defense (DoD) and federal civilian Indefinite Delivery, Indefinite Quantity (IDIQ) contract vehicles, expands Engility’s addressable market and further diversifies its customer base in the U.S. Air Force, Department of Veterans Affairs, Department of Homeland Security, Department of Health and Human Services, Military Health Service, Intelligence Community, and other federal civilian and DoD customers.

2. Can you describe DRC’s employee base? How many DRC employees have a security clearance?

Led by a seasoned executive team, DRC brings a trusted, highly-specialized and talented workforce with a strong focus on customer service, complementing our own highly-skilled employees.

Over 150 DRC employees hold cyber professional certifications, and 60% of the DRC workforce has a Secret clearance or above. Almost 40% of DRC’s workforce has a Master’s Degree or above.

Further, DRC has delivered strong customer satisfaction, as evidenced by its CPARS scores (Contractor Performance Assessment Reporting System), which are consistently well above its industry peers.

3. Will DRC be integrated into Engility or will it be run as an independent subsidiary or business unit?

At close, DRC will be a wholly-owned subsidiary of Engility. We intend to implement a collaborative integration plan for 2014, so the companies can go forward as a combined business in 2015.

Page 1 of 3

4. Why is this transaction good for Engility employees?

We are excited about the additional opportunities and value that this transaction represents for our collective business, our customers, our employees and our shareholders.

We welcome the talent and deep subject matter expertise that DRC employees will bring to our company. Together, the company will be well-positioned in new higher-growth markets, supporting long-term customer priority missions and providing access to key prime contract vehicles.

Engility was founded on a principle of continuous improvement in all aspects of our business to ensure mission success and maximum value for our customers, and DRC’s highly-skilled professionals and suite of capabilities are a perfect fit. Our companies also share a strong commitment to integrity, ethics, accountability, quality and ingenuity.

5. Will there be personnel reductions or facility closures? Who will make these decisions?

Our goal is to build a company that is the best of the best in the industry. Once this transaction has closed, we will employ a collaborative process for combining our capabilities and talent, ensuring a smooth and efficient integration.

At close, DRC will be a wholly-owned subsidiary of Engility. We intend to implement a collaborative integration plan in 2014, so the companies can go forward as a combined business in 2015. As is standard, all decisions regarding facilities will be reviewed as part of a comprehensive integration process.

We are committed to open, honest and transparent dialogue and moving forward, we will share updates with you throughout the integration process. Although, we may not have all the answers right away, we are committed to communicating as much information as we can in a timely and efficient manner.

6. What is the impact to employees’ day-to-day activities and responsibilities?

Employees are vital to the success of our business. All of our people should continue to work hard and do an excellent job just as they always have. We expect that there will be minimal disruption of your day-to-day.

Once this transaction has closed, we will employ a collaborative process for combining our capabilities and talent, ensuring a smooth and efficient integration.

7. When do you expect to close the transaction?

The proposed transaction is anticipated to close during the first quarter of 2014, subject to customary conditions and approvals.

Completion of the transaction is subject to, among other things, the valid tender without withdrawal of a two-thirds majority of the outstanding shares of DRC common stock, regulatory approvals including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The HSR Act imposes notification and waiting period obligations on parties to certain mergers, acquisitions, formations of joint ventures and unincorporated entities, and other transactions.

Page 2 of 3

8. What can Engility employees expect in the interim?

We are excited about the additional opportunities and value that this transaction represents for our collective business, our customers, our employees and our shareholders.

Employees are vital to the success of our business. All of our people should continue to work hard and do an excellent job just as they always have. The most important thing you can do is to continue to provide the best service to customers.

Once this transaction has closed, we will employ a collaborative process for combining our capabilities and talent, ensuring a smooth and efficient integration.

9. What should employees tell customers and others who ask about the transaction? To whom should questions be referred?

Our goal throughout the process is to provide our customers the best services and service level possible — they can continue to count on 24/7 support.

If you receive any external inquiries please inform your manager.

Only authorized spokespersons from the company should speak to the media or investment community. If you receive a call from the media or analyst/investor requesting information, please forward all inquiries to the following contacts at Engility:

• Dave.Spille@engilitycorp.com

• Eric.Ruff@engilitycorp.com

10. As an employee, where can I get more information about this transaction?

INSIGHT will be a helpful information source for you and we encourage you to visit the homepage where news and updates will be posted on a regular basis. If you have questions, please reach out to your manager directly. You should also feel free to email questions to DRC@engilitycorp.com

We are committed to communicating as much information as we can in a timely and efficient manner.

Additional Information

The tender offer for the outstanding shares of common stock of Dynamics Research Corporation (“DRC”) described in this communication has not yet commenced. This communication is for informational purposes only and is not an offer to purchase any shares of DRC or a solicitation of an offer to sell securities. At the time the tender offer is commenced, Engility will file a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the “SEC”) and DRC will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to DRC stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

Page 3 of 3