RISK FACTORS

An investment in our Class A common stock involves a high degree of risk. You should carefully consider the following information, together with other information in this prospectus, before buying shares of our Class A common stock. If any of the following risks or uncertainties occurs, our business, financial condition and operating results could be materially adversely affected. In that case, the trading price of our Class A common stock could decline and you may lose all or a part of the money you paid to buy our Class A common stock.

Risks Related to Our Business

We rely on sales to U.S. government entities. A loss of contracts with the U.S. government, a failure to obtain new contracts or a reduction of sales under existing contracts could adversely affect our operating performance and our ability to generate cash flow to fund our operations.

For fiscal 2005 and for the nine months ended December 30, 2005, the Civilian Police, Contract Field Teams and International Narcotics and Law Enforcement contracts accounted for 27.4%, 18.0%, and 8.1%, and 29.5%, 17.6% and 11.7% of our revenues, respectively. The loss of any one of these contracts would significantly and adversely affect our future revenues and earnings. We derived substantially all of our revenues from contracts and subcontracts with the U.S. government and its agencies, primarily the Department of State and the Department of Defense. Contracts with agencies of the Department of State represented 51.3%, 49.6% and 29.4% of our revenues for the nine months ended December 30, 2005, and for fiscal 2005 and 2004, and contracts with agencies of the Department of Defense represented 44.9%, 49.0% and 63.1% of our revenues over the same periods, respectively. The remainder of our revenues represent commercial contracts, including contracts in which we serve as subcontractor to other contractors with the U.S. government. We expect that U.S. government contracts, particularly with the Department of State and the Department of Defense, will continue to be our primary source of revenue for the foreseeable future. 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 State and the Department of Defense. Changes in U.S. government spending could directly affect our operating performance and lead to an unexpected loss of revenue. Among the factors that could impact U.S. government spending and which would reduce our federal government contracting business are:

These or other factors could cause U.S. government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts in whole or in part, to issue temporary stop work orders or not to exercise options to renew contracts. The loss or significant curtailment of material government contracts, or our failure to renew or enter into new contracts could adversely affect our operating performance and lead to an unexpected loss of revenue.

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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 unexpected loss of revenues.

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

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 arising out of our default could expose us to liability and adversely affect our operating performance and lead to an unexpected loss of revenue.

Our government contracts typically have an initial term of one year with multiple option periods, exercisable at the discretion of the government at previously negotiated prices. The government is not obligated to exercise any option under a contract. Furthermore, the government is required to compete all programs and, therefore, may not automatically renew a contract. In addition, at the time of completion of any of our government contracts, the contract is required to be recompeted if the 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 revenues and would likely adversely affect our earnings, which would have a material adverse effect on our financial condition and results of operations.

Our backlog as of December 30, 2005 was approximately $2.7 billion, of which $1.0 billion represented U.S. government funded contracted backlog and $1.7 billion represented U.S. government unfunded backlog. Backlog does not take into account any expenses associated with contractual performance and converting backlog into revenue would not reflect net income associated with the contracts. There can be no assurance that any of the contracts comprising our contracted backlog will result in actual revenue in any particular period or that the actual revenue from such contracts will equal our backlog. Furthermore, there can be no assurance that any contract included in our backlog that generates revenue will be profitable.

Our U.S. government contracts are subject to competitive bidding, both upon initial issuance and recompetition. If we are unable to successfully compete in the bidding process or if we fail to receive renewal, 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, including upon renewal, and we expect that this will continue to be the case. There often is significant competition and pricing pressure as a result of this process. The competitive bidding process presents a number of risks, including the following:

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The 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. For example, we recently have lost task orders for which we competed under our Worldwide Personal Protective Services program in Israel, Haiti and Afghanistan. If we fail to win new contracts or to receive renewal contracts upon recompetition, it may result in additional costs and expenses and possible loss of revenue, and we will not have an opportunity to compete for these opportunities again until the current task orders expire.

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. Insurgency activities in the areas in which we operate may cause further destabilization in these regions. There can be no assurance that the regions we operate in will continue to be stable enough to allow us to operate profitably or at all. For fiscal 2005 and for the nine months ended December 30, 2005, respectively, revenues generated from our operations in Iraq and Afghanistan contributed 36.9% and 33.0% of our revenues. Insurgents in Iraq and Afghanistan have targeted installations where we have personnel and 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 have been required to increase compensation to our personnel as an incentive to deploy them to these regions. To date, we have been able to recover this added cost under the contracts, but there is no guarantee that future increases, if required, will be able to be passed on to our customers through our contracts. To the extent that we are unable to pass through such increased compensation costs to our customers, our operating margins would be adversely impacted, which could adversely affect our operating performance. We also may have difficulty obtaining insurance to cover our liabilities in these regions and for third-party general liability. We have been able to obtain insurance to cover our liabilities, however this could change or premiums may become prohibitively expensive. In addition, increased insurgency 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 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 U.S. government activities including our operations under U.S. government contracts in a particular location, country or region and withdraw all military personnel. This could adversely affect our operating performance and may result in additional costs and expenses and possible loss of revenue.

Our indefinite delivery, indefinite quantity contracts are not firm orders for services and we may never receive revenues from these contracts, which could adversely affect our operating performance.

Many of our government contracts are indefinite delivery, indefinite quantity contracts, which are often awarded to multiple contractors. Award of an indefinite delivery, indefinite quantity contract does not represent firm orders for services. Generally, under an indefinite delivery, indefinite quantity 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 indefinite delivery, indefinite quantity contract, the customer develops requirements for task orders that are competitively bid against all of the contract awardees, usually under a best-value approach. Many contracts also permit the government customer to direct work to a specific contractor. Our Civilian Police and Contract Field Team programs are performed under indefinite delivery, indefinite quantity contracts. A failure to rapidly deploy personnel may cause our customers to decide not to award us additional task orders under these contracts, which would have an adverse effect on our operating performance and may result in additional expenses and possible loss of revenue. For the nine months ended December 30, 2005, and for fiscal 2005, 58.2% and 56.3% of our revenues, respectively, were attributable to indefinite delivery, indefinite quantity contracts.

Our cost of performing under time-and-materials and fixed-price contracts may exceed our revenues which would result in a loss on the contracts.

Our government contract services have three distinct pricing structures: cost-reimbursement, time-and-materials and fixed-price, representing approximately 35%, 38% and 27% of our revenues, respectively, for the nine months ended December 30, 2005, and approximately 34%, 39% and 27% of our revenues, respectively, for

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fiscal 2005. With cost-reimbursement contracts, so long as actual costs incurred are within the contract ceiling and allowable under the terms of the contract, we are entitled to reimbursement of the costs plus a stipulated profit. We assume financial risk on time-and-materials and fixed-price contracts, because we assume the risk of performing those contracts at the stipulated prices or negotiated hourly rates. 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 assume the risk of damage or loss to government property and we are responsible for third-party claims under fixed-price contracts. We believe that our profitability will continue to improve as we anticipate our customers to shift away from cost reimbursement to time-and-materials contracts and fixed-price contracts. We base our belief on recent trends in our revenues, the nature of the contracts that we are bidding on and the pricing structure in fixed-price and time-and-material contracts. As of December 30, 2005, seven of our 45 active contracts contained incentive based pricing terms. These contracts comprise 19.7% and 17.4% of our revenues, respectively, for fiscal 2005 and the nine months ended December 30, 2005. The failure to meet contractually defined performance standards may result in a loss of a particular contract or lower-than-anticipated margins. This may result in additional costs and expenses and possible loss of revenue.

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

U.S. government agencies such as the Defense Contract Audit Agency routinely audit and investigate government contractors. These agencies review a contractor’s contract performance, cost structure and compliance with applicable laws, regulations and standards. The Defense Contract Audit Agency also reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. In addition, government contract payments received by us for allowable direct and indirect costs are subject to adjustment after audit by government auditors and repayment to the government if the payments exceed allowable costs as defined in the government contracts. Audits have been completed on our incurred contract costs through March 28, 2003, and are continuing for subsequent periods. At any given time, many of our contracts are under review by the Defense Contract Audit Agency 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.

A recent audit report issued by the Defense Contract Audit Agency on our Air-Wing Contract to the Department of State in June 2005 that we received in August 2005 reached the conclusion that we had incorrectly included certain cost elements in base pay for purposes of calculating hazard and post-differential pay, resulting in overbilling of $1.8 million. To the extent this matter is decided against us, we will need to refund the disputed amount and our revenues will be adversely affected.

As a U.S. government contractor, we are subject to an increased risk of investigations, criminal prosecution, civil fraud, whistleblower lawsuits and other legal actions and liabilities to which companies with solely commercial customers are not subject. 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. 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 generally, or any significant U.S. government agency, if our reputation or relationship with U.S. government agencies were 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 possibly result in additional expenses and possible loss of revenue.

Suspension or debarment by the U.S. government could result in our inability to receive government contracts and could adversely affect our future operating performance.

As a U.S. government contractor, we must comply with laws and regulations relating to U.S. government contracts, which affect how we do business with our customers. For example, we are subject to the Federal

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Acquisition Regulations, which govern the formation, administration and performance of U.S. government contracts, and many of our contracts performed in the United States are subject to the Service Contract Act which requires hourly employees to be paid certain specified wages and benefits. We include the cost of compliance with the Service Contract Act and other legal requirements in our contract pricing. However, our performance under our U.S. government contracts and our compliance with the terms of those contracts are subject to review by the government. If a government review or investigation uncovers a violation of the Service Contract Act, or improper or illegal activities relating to our U.S. government contracts, we may be subject to civil or criminal penalties or administrative sanctions, including contract termination, the assessment of penalties and suspension or debarment from doing business with U.S. government agencies. If the U.S. government initiates suspension or debarment proceedings against us or if we are indicted for or convicted of illegal activities relating our U.S. government contracts, we may lose our ability to win awards of contracts in the future or receive renewals of existing contracts for a period of time which could adversely affect our future operating performance.

An accident or incident involving our employees or third parties could harm our reputation and adversely affect our ability to compete for business and, as a result, adversely affect our operating performance.

We are exposed to liabilities arising out of 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. The amount of 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. Moreover, 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 us losing existing and future contracts or make it more difficult for us to compete effectively, which 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 30, 2005, we had over 14,000 employees located in 35 countries around the world, approximately 7,500 of whom are located inside the United States. Of these employees, approximately 1,450 are represented by labor unions. As of December 30, 2005, we had approximately 62 collective bargaining agreements. These agreements expire between March 2006 and December 2008. Although we believe that our relationships with these unions and our employees are satisfactory, 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.

Proceedings against us in domestic and foreign courts could result in legal costs and adversely affect our operating performance.

We are involved in various claims and lawsuits from time to time. For example, on September 11, 2001, a class action lawsuit seeking $100 million on behalf of approximately 10,000 citizens of Ecuador was filed against us and several of our affiliates in the U.S. District Court for the District of Columbia. The basis for the action arose from performance of a Department of State contract for the eradication of narcotic plant crops in Colombia. The lawsuit alleges personal injury, property damage and wrongful death as a consequence of the spraying of narcotic crops along the Colombian border adjacent to Ecuador. In the event that a court decides

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against us in this lawsuit and we are unable to obtain indemnification from the government and from Computer Sciences Corporation, or contributions from the other defendants, we may incur substantial costs. An adverse ruling in this case also could adversely affect our reputation and have a material affect 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 adverse employment and breach of contract actions and we bear all costs associated with such litigation and claims.

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.

Given the broad range of services that we provide, we compete with various entities across geographic and business lines. Competitors of our Field Technical Services operating division are typically large defense services contractors, who offer services associated with maintenance, training and other activities. Competitors of our International Technical Services operating division are various solution providers who typically compete in any one of our key business segments. We compete on the basis of a number of factors, including our broad range of services, geographic reach and mobility.

Some of our competitors have greater financial and other resources than we do or are better positioned than we are 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 that 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 put up for recompetition 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 operation. We hire from a limited pool of potential employees, with military and law enforcement experience, specialized technical skill sets and security clearances as 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.

We depend on Computer Sciences Corporation for certain transitional services. The failure of Computer Sciences Corporation to perform its obligations or the termination of this agreement could adversely impact our operating performance.

Our ability to effectively monitor and control our operations depends on the proper functioning of our information technology support systems. Prior to the 2005 Acquisition, support for the business applications and communications technology of our business was provided by a combination of our dedicated resources and centralized Computer Sciences Corporation resources. We entered into a transition services agreement with Computer Sciences Corporation on February 11, 2005, which covered support services for certain operating areas including finance and communications services, internet support and payroll tax reporting. Pursuant to the agreement, Computer Sciences Corporation will continue to perform a portion of our internal finance and personnel accounting, application support services and communications services originally scheduled to terminate on February 11, 2006. This agreement has been extended until May 2006.

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If Computer Sciences Corporation fails to provide the information technology support systems services, or upon termination of our transition services agreement, we will be forced to obtain these services from third parties or provide such services ourselves. The failure of Computer Sciences Corporation to perform its obligations or the termination of our transition services agreement could adversely affect our operations, and we may not be able to perform such services by ourselves or source such services from third parties at all or on terms favorable to us. Any failure to develop the necessary systems, resources and controls to operate all the transitional services currently being provided by Computer Sciences Corporation or to obtain such services from third parties could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

Loss of our skilled personnel, including members of senior management, may have an adverse effect on our operations and/or our operating performance until we find suitable replacements.

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 that 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.

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 material adverse effect on our ability to win new business and satisfy our existing contractual obligations, and could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

The loss of services of any of the members of our senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of personnel with the requisite skills to serve in these positions and we may be unable to locate or employ such qualified personnel on acceptable terms.

If our subcontractors fail to perform their contractual obligations, our prime contract performance 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. For the nine months ended December 30, 2005 and fiscal 2005, respectively, we paid our subcontractors $180.1 million and $174.9 million, respectively. These subcontractors generally perform niche or specialty services for which they have more direct experience, such as construction or catering services, and the inclusion of these companies on our team during the bidding process may improve the chance of our winning a contract award. 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 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.

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

We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. In the United States, these laws and regulations include those governing the management and disposal of hazardous substances and wastes and the maintenance of a safe workplace, primarily associated with

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our aviation services activities, including painting aircraft and handling substances that may qualify as hazardous waste, such as used batteries and petroleum products. In addition to the 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. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

The requirements of complying with the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002 may strain our resources and distract management.

We are subject to the Sarbanes-Oxley Act of 2002, including Section 404. These requirements may place a strain on our systems and resources. The Sarbanes-Oxley Act will require that we maintain and certify that we have effective disclosure controls and procedures and internal control over financial reporting. Pursuant to Section 404, starting with our annual report on Form 10-K for the fiscal year ended March 28, 2008, our management will be required to deliver a report that assesses the effectiveness of our internal control over financial reporting and an attestation report of our auditors on our management’s assessment of such internal control. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required to devote additional time and personnel to legal, financial and accounting activities to ensure our ongoing compliance with these reporting requirements. We might not be able to complete the documentation and management assessment required by Section 404 of the Sarbanes-Oxley Act before it becomes applicable to us. In addition, the effort to prepare for these obligations may divert management’s attention from other business concerns, which could adversely affect our operating performance. In addition, we may need to hire additional accounting and financial staff, which we might not be able to do in a timely fashion and which would result in additional expense and distraction of our management’s time and resources.

Risks Related to Our Indebtedness

Our substantial level of indebtedness may make it difficult for us to satisfy our debt obligations and may adversely affect our ability to obtain financing for working capital, capitalize on business opportunities or respond to adverse changes in our industry.

We have substantial indebtedness. As of December 30, 2005, on a pro forma basis after giving effect to the Offering Transactions, we had $601.7 million of total indebtedness, assuming an offering of 25.0 million shares at $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus, and $67.2 million of additional borrowing capacity under our senior secured credit facility (which gives effect to the $7.8 million of outstanding letters of credit). Our substantial indebtedness could have important consequences to you, including the following:

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Our senior secured credit facility, the indenture governing our senior subordinated notes and our preferred stock contain various covenants limiting the discretion of our management in operating our business.

Our indenture, senior secured credit facility and the certificates of designation governing our preferred stock contain various restrictive covenants that limit our management’s discretion in operating our business. These instruments limit our ability to engage in, among other things, the following activities:

In addition, our senior secured credit facility also requires us to maintain certain financial ratios and limits our ability to make capital expenditures. These financial ratios include a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio is the ratio of EBITDA (as defined in our senior secured credit facility) to cash interest expense for the preceding four quarters. The leverage ratio is a ratio of our debt to our EBITDA for the preceding four quarters. The minimum interest coverage ratio increases from 2:1 to 3.2:1 during the term of the senior secured credit facility. The maximum leverage ratio decreases from 6:1 to 3:1 during the term of the senior secured credit facility. The senior secured credit facility also restricts the maximum amount of our capital expenditures during each year of the term of the senior secured credit facility. Our annual capital expenditures may not exceed $4.0 million during the term of our senior secured credit facility. Capital expenditures are expenditures that are required by generally accepted accounting principles to be included in the purchase of property and equipment.

If we fail to comply with the restrictions in the indenture or our senior secured credit facility or any other subsequent financing agreements, a default may allow the creditors under the relevant instruments, in certain circumstances, to accelerate the related debt and to exercise their remedies thereunder, which will typically include the right to declare the principal amount of such debt, together with accrued and unpaid interest and other related amounts immediately due and payable, to exercise any remedies such creditors may have to foreclose on any of our assets that are subject to liens securing such debt and to terminate any commitments they had made to supply us with further funds. Moreover, any of our other debt that has a cross-default or cross-acceleration provision that would be triggered by such default or acceleration would also be subject to acceleration upon the occurrence of such default or acceleration.

In addition, the terms of our preferred stock does not allow us to incur or become subject to any indebtedness if such indebtedness would be in excess of total indebtedness permitted to be incurred under a maximum debt incurrence test, which limits our maximum indebtedness to 7.5 times EBITDA, or $904.2 million as of December 30, 2005.

Our ability to comply with these covenants may be affected by events beyond our control, and an adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative or additional financings could be obtained, or if obtained, would be on terms acceptable to us.

Servicing our indebtedness requires a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations, which could adversely affect our financial condition.

Based on our indebtedness and other obligations as of December 30, 2005, we estimate that, assuming the sale of 25.0 million shares of our Class A common stock at $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus, for fiscal 2006, our remaining contractual commitments including interest

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associated with our indebtedness and other obligations (assuming that our revolving credit facility will be undrawn at the close of fiscal 2006) will be $17.0 million and $224.9 million in the aggregate, respectively, for the remaining three months of fiscal 2006 and the period between April 1, 2006 through the end of fiscal 2010. Our ability to make payments on and to refinance our indebtedness depends on our ability to generate cash. This, to a certain extent, is subject to general economic, political, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you, however, that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our senior secured facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facility, on commercially reasonable terms or at all. In addition, the terms of existing or future debt agreements, including our senior secured credit facility and the indenture governing our senior subordinated notes, may restrict us from carrying out any of these alternatives. If we are unable to generate sufficient cash flow or refinance our debt on favorable terms, it could significantly adversely affect our financial condition.

Despite our current indebtedness level, we and our subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial leverage.

As of December 30, 2005, we had up to $67.2 million of additional availability under our senior secured credit facility (which gives effect to $7.8 million of outstanding letters of credit). The terms of the senior secured credit facility and our senior subordinated notes do not fully prohibit us or our subsidiaries from incurring additional indebtedness. It is not possible to quantify the specific dollar amount of indebtedness we may incur because our senior secured credit facility does not provide for a specific dollar amount of indebtedness we may incur. Our senior secured credit facility and our senior subordinated notes allow us to incur only certain indebtedness that is expressly enumerated in our senior secured credit facility and the indenture governing our senior subordinated notes. The indebtedness permitted under our senior secured credit facility includes indebtedness which is customary for similar credit facilities. Specific examples of indebtedness permitted under our senior secured credit facility are described further under “Description of Material Indebtedness” and include certain intercompany indebtedness, indebtedness under the senior secured credit facility, the senior subordinated notes, certain refinancing indebtedness, and certain indebtedness with respect to capital leases in an amount that may not exceed $10.0 million. The indenture governing our senior subordinated notes have restrictions that are no more restrictive than the senior secured credit facility. As described under “Description of Material Indebtedness,” if new debt is added to our or our subsidiaries’ current debt levels, the related risks that we now face could intensify.

Risks Related to the Offering

There is no existing market for our Class A common stock, and we do not know if one will develop to provide you with adequate liquidity. If the stock price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our Class A common stock that you buy. The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. In addition, the underwriters have an option to purchase up to an additional 3,750,000 shares of Class A common stock. The market price of our Class A common stock may be influenced by many factors, some of which are beyond our control, including:

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As a result of these factors, you may not be able to resell your shares at or above the initial offering price. In addition, the stock market often experiences extreme price and volume fluctuations that are unrelated or disproportionate to the operating performance of a particular company. These broad market fluctuations and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance.

We are controlled by Veritas Capital, whose interests may not be aligned with yours.

Veritas Capital Management II, L.L.C. and its affiliates, The Veritas Capital Fund II, L.P. and Veritas Capital II A, LLC, own 86% of the outstanding membership interest in our controlling stockholder, DIV Holding LLC. Accordingly, after giving effect to the Offering Transactions and the conversion of the Class B common stock into Class A common stock, assuming an offering of 25.0 million shares of our Class A common stock, Veritas Capital will indirectly control approximately 56.1% of our Class A common stock. As a result, our controlling stockholders will continue to be able to control the election of our directors, determine our corporate and management policies and determine without the consent of our other stockholders, the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Three of our thirteen directors are either employees of or advisors to Veritas Capital, as described under “Management.” Veritas Capital will also have sufficient voting power to amend our organizational documents. The interests of Veritas Capital may not coincide with the interests of other holders of our Class A common stock. Additionally, Veritas Capital is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Veritas Capital may also pursue, for its own account, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as Veritas Capital continues to own a significant amount of the outstanding shares of our Class A common stock, it will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales and other significant corporate transactions. In addition, our Bylaws will provide that so long as Veritas Capital beneficially owns a majority of our then outstanding Class A common stock, the foregoing advance notice procedures for stockholder proposals will not apply to it. Amendment of the provisions described above in our Amended and Restated Certificate of Incorporation generally will require an affirmative vote of our directors, as well as the affirmative vote of at least a majority of our then outstanding voting stock if Veritas Capital beneficially owns a majority of our then outstanding Class A common stock or the affirmative vote of at least 80% of our then outstanding voting stock if Veritas Capital beneficially owns less than a majority of our then outstanding Class A common stock. Amendments to any other provisions of our Amended and Restated Certificate of Incorporation generally will require the affirmative vote of a majority of our then outstanding voting stock. In addition, because we are a controlled company within the meaning of the New York Stock Exchange rules, we will be exempt from the New York Stock Exchange requirements that our board be composed of a majority of independent directors, and that our compensation and corporate governance committees by composed entirely of independent directors.

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Even if Veritas Capital no longer controls us in the future, certain provisions of our charter documents and agreements, as well as Delaware law, could discourage, delay or prevent a merger or acquisition at a premium price.

Our Amended and Restated Certificate of Incorporation and Bylaws will contain provisions that:

In addition, we intend to adopt a rights plan that grants stockholders the right to purchase from us additional shares at preferential prices in the event of a hostile attempt to acquire control of us.

All of the foregoing provisions may impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Class A common stock could decline.

The perception in the public market that our existing common stockholder, DIV Holding LLC, might sell shares of Class A common stock could depress our market price. Upon the conversion of all Class B common stock into Class A common stock, we will have 57.0 million shares of Class A common stock outstanding, of which 32.0 million shares will be held by DIV Holding LLC, constituting 56.1% of our then outstanding common stock. To the extent that the underwriters exercise their option to purchase up to an additional 3,750,000 shares of Class A common stock to cover over- allotment of shares, we will have 60,750,000 shares of our Class A common stock outstanding. We may sell additional shares of Class A common stock in subsequent public offerings. We also may issue additional shares of common stock to finance future acquisitions. DIV Holding LLC is a party to a registration rights agreement, which grants it rights to require us to effect the registration of its shares of common stock. In addition, if we propose to register any of our common stock under the Securities Act, whether for our own account or otherwise, DIV Holding LLC is entitled to include its shares of common stock in that registration as described under “Certain Relationships and Related Party Transactions.”

Prior to this offering, we and our existing holder of Class A common stock will have agreed with the underwriters to a “lock-up” period, meaning that our current stockholder may not, subject to certain other exceptions, sell any of its shares of our Class A common stock without the prior written consent of Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. until approximately 180 days after the date of this prospectus. Credit Suisse Securities (USA) and Goldman, Sachs & Co., on behalf of the underwriters, may, in their sole discretion, at any time or from time to time and without notice, waive the terms and conditions of the lock-up agreement. In addition, our current stockholder will be subject to the Rule 144 holding period requirement described in “Shares Eligible for Future Sale.” When the lock-up agreements expire, 32.0 million shares of our Class A common stock will become eligible for sale, in some cases subject to the requirements of Rule 144. The market price for shares of our Class A common stock may drop significantly when the restrictions on resale by our existing stockholder lapses. A decline in the price of shares of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of our Class A common stock or other equity securities.

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We do not intend to pay dividends on our Class A common stock for the foreseeable future, and the instruments governing our current indebtedness contain various covenants that may limit our ability to pay dividends.

We do not intend to pay dividends on our Class A common stock for the foreseeable future. Our board of directors may, in its discretion, modify or repeal our dividend policy. Future dividends, if any, with respect to shares of our Class A common stock will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Accordingly, we cannot assure you that we will pay dividends in the future or at all.

The instruments governing our current indebtedness contain covenants which place limitations on the amount of dividends we may pay, see, “Description of Material Indebtedness.” In addition, under Delaware law, our board of directors may declare dividends only to the extent of our “surplus” (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of out net profits for the then current and/or immediately preceding fiscal year.

We intend to use a portion of the net proceeds from this offering to pay the special Class B distribution to our existing holder of Class A common stock.

We intend to use $100.0 million, or 27.4%, of the net proceeds from this offering ($128.2 million, or 30.4% if the underwriters’ over-allotment option is exercised in full) to pay the special Class B distribution. To the extent that our shares of Class A common stock are sold at a price per share that is below $16.00 and, as a result, we do not generate sufficient proceeds from the offering to pay the distribution and apply the balance of the proceeds as discussed under the caption “Use of Proceeds,” we intend to utilize cash on hand to satisfy our obligation to pay this distribution.

None of the proceeds of this offering will be used to invest in our business. Consequently, we will be dependent upon cash flows from our operating activities and availability under our senior secured credit facility as our principal source of liquidity.

None of the net proceeds of the Offering Transactions will be used to invest in our business. Accordingly, we will be dependent upon the cash generated from operating activities and availability under our senior secured credit facility to be our principal sources of liquidity. Based on our current level of operations, we believe our cash flow from operations and available borrowings under our senior secured credit facility will be adequate to meet our liquidity needs for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to repay our indebtedness, including the notes, or to fund our other liquidity needs.

If you purchase shares of Class A common stock sold in this offering, you will experience immediate and substantial dilution because our existing holder of Class A common stock paid substantially less than the initial public offering price for its shares.

Assuming an offering of 25.0 million shares of our Class A common stock if you purchase shares of our Class A common stock in this offering at an initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of the prospectus, you will experience immediate and substantial dilution of $22.35 in pro forma net tangible book value per share because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire, based on the net tangible book value per share as of December 30, 2005. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares.

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Certain of the underwriters will receive a portion of the offering proceeds through their indirect ownership of DIV Holding LLC, the existing holder of all of our Class A common stock, or through repayment of outstanding indebtedness under our senior secured credit facility.

Certain of the underwriters will receive a portion of the offering proceeds through indirect ownership of DIV Holding LLC, the existing holder of all of our Class A common stock, or through repayment of outstanding indebtedness under our senior secured credit facility. Affiliates of Credit Suisse Securities (USA) LLC and CIBC World Markets Corp. have indirect interests of less than 10% each in DIV Holding LLC, our parent and the existing holder of all of our Class A common stock, through investments in the Veritas Capital Fund II, L.P. Credit Suisse Securities (USA) LLC owns interests aggregating approximately 8.1%, through five affiliated funds: Battelle Memorial Institute Pension Fund, L.P., CSFB/Lupton Private Equity Partnership, L.P., CSG Fund Investment Program II, DLJ Fund Investment Partners III, L.P, MERS Investment Partnership, L.P. CIBC World Markets Corp owns such indirect interests, in the amount of approximately 3.75%, through CIBC Capital Corp. (Merchant Banking).

Affiliates of Goldman Sachs Credit Partners L.P. and Bear Stearns Corporate Lending Inc. are lenders under our senior secured credit facility and received customary fees upon our entering into the senior secured credit facility in February 2005 and in connection with the first amendment and waiver to the senior secured credit facility entered in January 2006. In addition, affiliates of Credit Suisse Securities (USA) LLC and UBS Securities LLC have outstanding senior secured credit facility commitments. These underwriters, through their affiliates, may be deemed to receive financial benefits as a result of the consummation of this offering beyond the benefits customarily received by underwriters in similar offerings.

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THE 2005 ACQUISITION

On December 12, 2004, Veritas Capital and its subsidiary, DynCorp International (formerly known as DI Acquisition Corp.), entered into a purchase agreement with Computer Sciences Corporation and DynCorp whereby DynCorp International agreed to acquire our operating company, a wholly owned subsidiary of DynCorp. DynCorp International assigned its rights to acquire our operating company to DI Finance LLC, or DI Finance, its wholly owned subsidiary. Immediately after the consummation of the 2005 Acquisition on February 11, 2005, DI Finance was merged with and into our operating company, our operating company survived the merger and is now a wholly owned subsidiary of DynCorp International. In this section, Computer Sciences Corporation and DynCorp are referred to as the “sellers.”

Closing Price and Purchase Price Adjustments

The purchase price for the 2005 Acquisition was $937.0 million after giving effect to a net working capital adjustment in favor of Computer Sciences Corporation in the amount of $65.55 million and $6.1 million of accumulated dividends in connection with the preferred stock issued for satisfaction of the working capital adjustment. Of the $937.0 million purchase price, $775.0 million was paid in cash, $140.6 million was paid to Computer Sciences Corporation in the form of our preferred equity, $6.1 million represents accumulated dividends on the preferred stock issued in connection with the working capital adjustment and the remaining amounts were transaction expenses.

Following the consummation of this offering, we intend to redeem all of our currently outstanding preferred stock, of which approximately $222.5 million in stated amount including accrued and unpaid dividends thereon, was outstanding as of the anticipated date of redemption of May 5, 2006 (including preferred stock issued and the accrued and unpaid dividend related to the working capital adjustment).

In addition to the credit of purchase price for preferred stock of our parent by Computer Sciences Corporation and the additional preferred stock equity investment as discussed above, the 2005 Acquisition was funded by:

See “Description of Material Indebtedness” for a discussion of the senior secured credit facility and the senior subordinated notes.

Purchase Agreement

General. The purchase agreement contains customary representations, warranties, covenants and indemnities by, and for the benefit of our parent, Veritas Capital, and the sellers.

Indemnification. Sellers’ obligation, which is joint and several, to indemnify us and Veritas Capital for breaches of representations and warranties generally survived until 180 days after the closing of the 2005 Acquisition, except for representations and warranties relating to certain corporate representations and broker representations, which will survive until the applicable statute of limitations, and tax representations that did not survive closing except for the representation relating to our operating company’s status as a disregarded entity, which will survive for three years following the closing of the 2005 Acquisition. The sellers’ obligations to indemnify DynCorp International and its affiliates (including after the closing of the 2005 Acquisition, our operating company) and our obligation, subject to certain exceptions, to indemnify the sellers is subject to a $5.0

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million deductible and each individual claim must be at least $50,000 per individual claim. The aggregate indemnification obligations are generally threshold capped at $50.0 million in the aggregate, respectively, subject to certain exceptions.

The purchase agreement also provides that the sellers will indemnify us without regard to any time limitation, but subject to the above cap, for any losses incurred by our parent or its affiliates in connection with the Arias litigation, a class action lawsuit seeking $100.0 million filed on September 11, 2001. Upon closing of the 2005 Acquisition, the sellers and our operating company entered into a joint defense agreement pursuant to which both parties will assume joint defense of the litigation. See “Risk Factors—Risks Relating to Our Business—Proceedings against us in domestic and foreign courts could result in legal costs and adversely affect our reputation and ability to compete for business” and “Business—Legal Proceedings” for additional information regarding the Arias litigation.

Under the purchase agreement, the sellers agreed to remit to us any amounts actually received by sellers (less related fees) with respect to potential Texas sales tax refunds relating to any contracts that have been assigned by the sellers to our operating company or any subsidiaries thereof.

Additional Covenants. The purchase agreement includes customary covenants by the sellers to maintain certain proprietary information about the buyer and its affiliates confidential and by the sellers and certain of their affiliates not to compete with us, our operating company and our affiliates with respect to any of our existing contracts for a period of two years and both parties not to solicit for employment or hire certain of our employees for a period of three years after the closing of the 2005 Acquisition.

Under the purchase agreement, the sellers granted to us and our operating company an exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid-up license to use the “Dyn International” and “DynCorp International” name in connection with aviation services, security services, technical services and marine services.

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The following chart shows our organizational structure immediately following the consummation of this offering (after giving effect to the automatic conversion of our Class B common stock into Class A common stock):

As used in this prospectus, we refer to the “Transactions” collectively as (i) the consummation of the 2005 Acquisition, (ii) the borrowings under our senior secured credit facility entered into in connection with 2005 Acquisition, (iii) the issuance of the 9.50% senior subordinated notes due 2013 issued by our operating company, or our senior subordinated notes, and the application of the proceeds therefrom and (iv) the Offering Transactions.

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