FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-3879 DynCorp (Exact name of registrant as specified in its charter) Delaware 36-2408747 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2000 Edmund Halley Drive, Reston, VA 20191-3436 (Address of principal executive offices) (Zip Code) (703) 264-0330 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 8,082,159 shares of common stock having a par value of $0.10 per share were outstanding at September 26, 1996. DYNCORP INDEX PART I. FINANCIAL INFORMATION Consolidated Condensed Balance Sheets - September 26, 1996 and December 31, 1995 Consolidated Condensed Statements of Operations - Three and Nine Months Ended September 26, 1996 and September 28, 1995 Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 26, 1996 and September 28, 1995 Consolidated Statement of Permanent Stockholders' Equity Notes to Consolidated Condensed Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 6. Exhibits and Reports on Form 8-K Signatures Exhibit 11 - Computations of Earnings Per Common Share PART I. FINANCIAL INFORMATION DYNCORP AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS SEPTEMBER 26, 1996 AND DECEMBER 31, 1995 (Dollars in Thousands) September 26, 1996 December 31, Unaudited 1995 Assets Current Assets: Cash and short-term investments $ 17,794 $ 31,151 Accounts receivable and contracts in process (Note 3) 181,345 179,706 Inventories of purchased products and supplies, at lower of cost (first-in, first-out) or market 1,031 1,383 Other current assets 8,489 8,095 Total current assets 208,659 220,335 Property and Equipment (net of accumulated depreciation and amortization of $22,412 in 1996 and $22,600 in 1995) 19,241 19,028 Intangible Assets (net of accumulated amortization of $41,193 in 1996 and $39,598 in 1995) (Note 4) 50,595 50,689 Other Assets (Notes 3 and 12) 81,008 85,438 Total Assets $ 359,503 $ 375,490 See accompanying notes to consolidated condensed financial statements. DYNCORP AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS SEPTEMBER 26, 1996 AND DECEMBER 31, 1995 (Dollars in Thousands Except Per Share Amounts) September 26, 1996 December 31, Unaudited 1995 Liabilities and Stockholders' Equity Current Liabilities: Notes payable and current portion of long-term debt (Note 5) $ 100,748 $ 1,260 Accounts payable 36,027 38,007 Advances on contracts in process 2,214 4,814 Accrued taxes 1,689 11,374 Accrued liabilities 93,806 100,152 Total current liabilities 234,484 155,607 Long-Term Debt 3,696 104,112 Other Liabilities and Deferred Credits (Note 12) 89,282 89,909 Contingencies and Litigation (Note 12) - - Temporary Equity: Redeemable Common Stock - ESOP Shares, 3,520,034 shares issued at $22.35 and 2,607,199 at $19.00 in 1996 and 3,535,192 at $18.10 and 2,516,802 at $14.50 in 1995, subject to restrictions 128,209 100,481 Management Investors, 21,287 shares issued at $109.64, 256,196 at $18.10 and 1,804,595 at $14.50 in 1995, subject to restrictions (Note 6) - 33,138 Other, 125,714 shares issued at $22.35 and $18.10 in 1996 and 1995, respectively 2,810 2,275 Permanent Stockholders' Equity: Preferred Stock, Class C 18% cumulative, convertible, $24.25 liquidation value (liquidation value including unrecorded dividends is $13,538 in 1996 and $11,863 in 1995), 123,711 shares authorized, issued and outstanding (Note 2) 3,000 3,000 Common Stock, par value ten cents per share, authorized 20,000,000 shares; issued 3,345,744 shares in 1996 and 1,588,587 shares in 1995 (Note 6) 335 159 Common Stock Warrants 11,139 11,305 Paid-in Surplus 148,244 148,202 Reclassification to temporary equity for redemption value greater than par value (Note 6) (130,394) (135,223) Deficit (105,988) (115,888) Common Stock Held in Treasury, at cost; 1,516,492 shares and 173,988 warrants in 1996 and 1,235,509 shares and 173,988 warrants in 1995 (25,314) (21,084) Unearned ESOP Shares - (503) Total Liabilities and Stockholders' Equity $359,503 $375,490 See accompanying notes to consolidated condensed financial statements. DYNCORP AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Dollars in Thousands Except Per Share Amounts) UNAUDITED Three Months Ended Nine Months Ended Sept. 26, Sept. 28, Sept. 26, Sept. 28, 1996 1995 1996 1995 Revenues: Information and Engineering Technology $ 63,882 $ 68,884 $201,383 $199,747 Aerospace Technology 97,686 81,953 277,065 233,583 Enterprise Management 85,400 93,755 259,876 232,838 Total revenues 246,968 244,592 738,324 666,168 Costs and expenses: Cost of services 233,817 234,781 700,761 638,691 Selling and corporate administrative 4,504 5,674 13,315 14,982 Interest income (336) (982) (1,312) (2,895) Interest expense 2,548 3,558 7,644 12,076 Other 470 441 1,321 1,473 Total costs and expenses 241,003 243,472 721,729 664,327 Earnings from continuing operations before income taxes, minority interest and extraordinary item 5,965 1,120 16,595 1,841 Provision (benefit) for income taxes (Note 7) 2,357 (2,797) 6,570 (2,252) Earnings from continuing operations before minority interest and extraordinary item 3,608 3,917 10,025 4,093 Minority interest 367 286 990 943 Earnings from continuing operations before extraordinary item 3,241 3,631 9,035 3,150 Earnings (loss) from discontinued operations, net of income taxes (Note 7) - 252 865 (15) Earnings (loss) before extraordinary item 3,241 3,883 9,900 3,135 Extraordinary loss from early extinguishment of debt, net of tax benefit of $1,914 and $2,003 - (2,656) - (2,783) Net earnings $ 3,241 $ 1,227 $ 9,900 $ 352 Preferred Class C dividends not declared or recorded (Note 2) (583) (489) (1,675) (1,404) Common stockholders' share of earnings (loss) $ 2,658 $ 738 $ 8,225 $ (1,052) Weighted average number of common shares outstanding and dilutive common stock equivalents (Note 9): Primary and fully diluted 11,686,090 12,067,303 11,724,925 11,732,306 Earnings (loss) per common share - primary and fully diluted: Continuing operations before extraordinary item $ 0.23 $ 0.26 $ 0.63 $ 0.15 Discontinued operations - 0.02 0.07 0.00 Extraordinary item - (0.22) - (0.24) Common stockholders' share of earnings (loss) $ 0.23 $ 0.06 $ 0.70 $ (0.09) See accompanying notes to consolidated condensed financial statements. DYNCORP AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Unaudited Nine Months Ended Sept. 26, Sept. 28, 1996 1995 Cash Flows from Operating Activities: Net earnings $ 9,900 $ 352 Adjustments to reconcile net loss from operations to net cash used: Depreciation and amortization 6,167 9,028 (Gain) loss from discontinued operations (865) 15 Payment of income taxes on gain on sale of discontinued operations (13,990) - Loss on repurchase of debentures - 2,783 Other (1,417) (1,238) Changes in current assets and liabilities, net of acquisitions: Increase in current assets except cash, short-term investments and notes receivable (340) (13,623) Decrease in current liabilities except notes payable, current portion of long-term debt and accrual for stock repurchases (1,578) (7,626) Cash used by continuing operations (2,123) (10,309) Cash used by discontinued operations - (3,042) Cash used by operating activities (2,123) (13,351) Cash Flows from Investing Activities: Sale of property and equipment 636 16,513 Purchase of property and equipment (3,972) (3,724) Assets and liabilities of acquired business (excluding cash acquired) (Note 4) (1,805) - Proceeds from notes receivable 2 9,900 Proceeds from sale of discontinued operations - 134,500 Decrease (increase) in cash on deposit for letters of credit (Note 3) 6,244 (1,791) (Increase) decrease in investment in unconsolidated subsidiaries (511) - Investment activities of discontinued operations - (15,434) Other (250) (611) Cash provided by investing activities 344 139,353 Cash Flows from Financing Activities: Treasury stock purchased (9,791) (4,414) Payment on indebtedness (1,003) (20,310) Stock released to Employee Stock Ownership Plan (Note 10) 503 12,750 Repurchase of debentures - (102,278) Deferred financing expenses (Note 11) (1,304) - Financing activities of discontinued operations - (228) Other 17 (717) Cash used from financing activities (11,578) (115,197) Net (Decrease) Increase in Cash and Short-term Investments (13,357) 10,805 Cash and Short-term Investments at Beginning of the Period 31,151 7,738 Cash and Short-term Investments at End of the Period $ 17,794 $ 18,543 Supplemental Cash Flow Information: Cash paid for income taxes $ 17,307 $ 1,530 Cash paid for interest $ 7,594 $ 18,840 See accompanying notes to consolidated condensed financial statements. DynCorp and Subsidiaries Consolidated Statements of Permanent Stockholders' Equity (Dollars in thousands) Unaudited Reclassification to Temporary Equity for Redemption Common Value Greater Unearned Preferred Common Stock Paid-in than Treasury ESOP Stock Stock Warrants Surplus Par Value Deficit Stock Shares Balance, December 31, 1995 $ 3,000 $ 159 $11,305 $148,202 $(135,223) $(115,888) $ (21,084) $ (503) Stock issued under Restricted Stock Plan and accrued compensation (37) 37 Treasury stock purchases 28 (97) 4,129 (4,230) Warrants exercised (166) 176 Payment received on ESOP note 503 Net earnings 9,900 Reclassification to Permanent Equity (Note 6) 148 27,890 Adjustment of shares to fair value (27,227) Balance, September 26, 1996 $ 3,000 $ 335 $11,139 $148,244 $(130,394) $(105,988) $ (25,314) $ - DYNCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS UNAUDITED 1. The unaudited consolidated condensed financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10- K/A. In the opinion of the Company, the unaudited consolidated condensed financial statements included herein reflect all adjustments necessary to present fairly the financial position, the results of operations and the cash flows for such interim periods. The results of operations for such interim periods are not necessarily indicative of the results for the full year. 2. At September 26, 1996, $10,538,000 of Class C Preferred Stock cumulative dividends have not been declared or recorded. 3. At September 26, 1996, $112,593,000 of accounts receivable are restricted as collateral for the Contract Receivable Collateralized Notes, Series 1992-1. Additionally, $3,000,000 of cash is restricted as collateral for the Notes and has been included in Other Assets on the balance sheet at September 26, 1996. At December 31, 1995, $6,244,000 of restricted cash was on deposit to secure various letters of credit and was classified as Other Assets on the balance sheet. At September 26, 1996, these letters of credit had expired or been replaced by letters of credit with no collateral requirements and the funds were subsequently released. Accounts receivable are net of an allowance for doubtful accounts of $115,000 in 1996 and $8,800 in 1995. 4. In June, 1996, the Company acquired all the outstanding stock of Data Management Design, Inc. (DMDI) for $2,400,000. DMDI provides automated workflow and image processing solutions to federal agencies and the private sector. The acquisition has been accounted for as a purchase and $1,500,000 of goodwill, which will be amortized over 15 years, has been recorded based on the initial allocation of the purchase price. 5. Under the terms of the placement of the Contract Receivable Collateralized Notes, Series 1992-1, beginning on February 28, 1997, cash receipts from the collection of receivables must be used to pay administrative fees, interest due on the notes and principal on notes called for redemption, if any. The entire $100,000,000 matures July 30, 1997, and has been classified as current notes payable on the balance sheet at September 26, 1996. The Company is currently evaluating various proposals for refinancing of the debt. 6. In May, 1996, the Securities and Exchange Commission approved the registration of approximately 11,969,000 shares of the Company's common stock (most of which had been previously issued) for trading on an internal market and contribution to various employee benefit plans. Trading on the internal market commenced in June, 1996. Under the terms of the Stockholders' Agreement, upon the establishment of an internal market, the Company's obligation to repurchase any outstanding management or restricted stock shares ceases. Therefore, the management investor shares have been reclassified from Temporary Equity (at the redemption value) to Permanent Equity (at par value) as of September 26, 1996. 7. The provision for income taxes for the quarter and nine months of 1996 is based on an estimated annual effective rate, excluding expenses not deductible for income tax purposes. The provision for the third quarter and nine months of 1995 was computed on the same basis and, in addition, includes the tax provision of a majority owned subsidiary required to file a separate return. Additionally, in the third quarter of 1995, a federal tax benefit was recorded to reverse tax valuation reserves for deferred taxes which offset a portion of the tax on the gain on the sale of discontinued operations. The income tax provision or benefit for the items shown net of tax (i.e., discontinued operations and extraordinary item) is calculated in the same manner as that of continuing operations. 8. During 1995, the Company sold all its subsidiaries engaged in commercial aircraft maintenance and ground handling activities, i.e., the Commercial Aviation Business. At December 31, 1995, certain contingencies existed regarding the final sales prices of the maintenance business and the ground handling business. In the second quarter, the Company recorded a gain of $1,442,000, net of income taxes of $577,000, related to the resolution of some of these outstanding issues as well as the adjustment of other estimated reserves recorded at disposition. 9. The weighted average number of common shares outstanding includes issued shares or shares issuable under the Restricted Stock Plan, less shares held in treasury and any unallocated ESOP shares. Unexercised warrants and stock options have been included as share equivalents using the treasury stock method for those periods in which the Company reported net earnings; however, they have been excluded from the computation of loss per share in those periods in which the Company reported losses, as their inclusion would be antidilutive. 10. During nine months ended September 26, 1996, the Company contributed $10,250,000 in cash to the Employee Stock Ownership Plan (the ESOP). The ESOP has thus far expended $2,574,000 of the aforementioned contribution to purchase approximately 153,000 shares of the Company's common stock through the newly established internal market (see Note 5) and to acquire shares put for redemption by retired and terminated participants. It is the Company's intention for the ESOP to completely satisfy its future stock purchase requirements by way of the internal market or direct purchase and shares put by retired and terminated participants and not through the issue of new shares by the Company. Additionally, in March, 1996, the ESOP paid the balance of the note outstanding at December 31, 1995, plus accrued interest. Upon payment of the note, 33,764 shares of common stock were released to the ESOP. 11. In March 1996, the Company amended and restated its existing $20,000,000 line of credit with Citicorp North America, Inc. to provide for a $50,000,000 revolving credit facility which will provide funds for acquisitions, working capital and capital expenditures. The facility matures in four years, with no payments required until the end of the second year. The credit agreement contains the customary restrictive covenants for such a loan; management does not believe that any of the covenants will be unduly restrictive. As of September 26, 1996, the Company had incurred $1,304,000 of deferred debt expense related to the amended credit facility, which will be amortized over four years. 12. The Company and its subsidiaries and affiliates are involved in various claims and lawsuits, including contract disputes and claims based on allegations of negligence and other tortious conduct. The Company is also potentially liable for certain personal injury, tax, environmental and contract dispute issues related to the prior operations of divested businesses. In most cases, the Company and its subsidiaries have denied, or believe they have a basis to deny liability, and in some cases have offsetting claims against the plaintiffs, third parties or insurance carriers. The amount of possible damages currently claimed by the various plaintiffs for these items, a portion of which is expected to be covered by insurance, aggregates approximately $112,000,000 (including compensatory and possible punitive damages and penalties). This amount includes estimates for claims which have been filed without specified dollar amounts or for amounts which are in excess of recoveries customarily associated with the stated causes of action; it does not include any estimate for claims which may have been incurred but which have not yet been filed. The Company has recorded such damages and penalties that are considered to be probable recoveries against the Company or its subsidiaries. These issues are described in the Company's latest report on Form 10-K/A. In management's opinion, there has been no material changes on the status of these issues since December 31, 1995. The Company has recorded its best estimate of the aggregate liability that will result from these matters. While it is not possible to predict with certainty the outcome of litigation, it is the opinion of the Company's management, based in part upon opinions of counsel, insurance in force and the facts currently known, that liabilities in excess of those recorded, if any, arising from such matters would not have a material adverse effect on the results of operations, consolidated financial position or liquidity of the Company over the long-term. However, it is possible that the timing of the resolution of individual issues could result in a significant impact on the operating results and/or liquidity for an individual future reporting period. The major portion of the Company's business involves contracting with departments and agencies of, and prime contractors to, the U.S. Government, and such contracts are subject to possible termination for the convenience of the government and to audit and possible adjustment to give effect to unallowable costs under cost-type contracts or to other regulatory requirements affecting both cost-type and fixed-price contracts. In addition, the Company is occasionally the subject of investigations by the Department of Justice and other investigative organizations, resulting from employee and other allegations regarding business practices. In management's opinion, there are no outstanding issues of this nature at September 26, 1996 that will have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of financial condition and results of operations should be read in conjunction with the 1995 Form 10-K/A filed on May 10, 1996. Working capital at September 26, 1996 was negative $25.8 million compared to $64.7 million at December 31, 1995, a decrease of $90.5 million. This decrease is due to the classification of the $100.0 million Contract Receivable Collateralized Notes, which mature July 30, 1997, as current notes payable. At September 26, 1996, $112.6 million of accounts receivable are restricted as collateral for the Contract Receivable Collateralized Notes. At September 26, 1996, the Company had $50 million available under its revolving credit facility. Cash used by continuing operations was $2.1 million for the first nine months of 1996 as compared to $10.3 million in 1995. Excluding the payments of federal and state income taxes related to the gain on the sale of discontinued operations, operations provided cash of $11.9 million in 1996 compared to cash used of $13.4 million in 1995. The substantial increase in earnings was offset by additional working capital requirements resulting from increased revenues. Cash provided by investing activities was $0.3 million for the first nine months of 1996 as compared to $139.4 million in 1995. In 1996, the acquisition of a business and the purchase of property and equipment amounted to $5.8 million which was offset by a decrease in the amount of cash required to be on deposit for letters of credit. The $139.4 million of cash provided in 1995 was principally due to the proceeds from the sale of discontinued operations and also to the sale/leaseback of the Corporate headquarters building. Financing activities used cash of $11.6 million in the first nine months of 1996 compared to $115.2 million in the comparable period in 1995. Cash used in 1996 consisted of $9.8 million for the purchase of common stock, $1.3 million of financing expenses in connection with amending the revolving facility and $1.0 million for payments on indebtedness. The $115.2 million of cash used in 1995 was principally for the repurchase of the Company's 16% Junior Subordinated Debentures, payoff of the mortgage on the Corporate headquarters building, and the purchase of treasury stock. At September 26, 1996, backlog (including option years on government contracts) was $3.202 billion compared to $2.887 billion at December 31, 1995. Results of Operations Revenues Revenues for the third quarter and nine months of 1996 were $247.0 million and $738.3 million, up $2.4 million and $72.2 million over comparable periods in 1995. Revenue for the third quarter of 1996 for Information and Engineering Technology (I&ET) and Enterprise Management (EM) were $63.9 million and $85.4 million, down $5.0 million and $8.4 million, respectively, over the same quarter in 1995; while revenue for the nine months of 1996 for I&ET was $201.4 million, up $1.6 million over the same period in 1995 and EM's revenue was $259.9 million, up $27.0 million. Aerospace Technology's (AT) 1996 third quarter and nine months revenues were $97.7 million and $277.1 million, increasing $15.7 million and $43.5 million, respectively, over comparable periods in 1995. In I&ET, increases in revenue in the third quarter attributable to an acquisition in June, 1996, and to a contract which was being phased in during the third quarter of 1995 but which was fully operational by the third quarter of 1996, were offset by the decrease in revenue due to the completion and phase out of a large contract with the Postal Service. I&ET's revenues for the nine months were affected by the factors noted previously, however, additional increases in revenue attributable to contracts which were not operational during the entire nine month period in 1995 and increased level of effort on existing contracts more than offset revenue decreases. The decrease in EM's revenues for the third quarter of 1996 is primarily attributable to contract losses, phaseouts and reduced level of effort on existing contracts, however, for the nine months, revenues from contract wins significantly offset these losses. Additionally, phase-in of a large Department of Energy subcontract began in the third quarter of 1996 and will contribute significantly to future period revenues. The increase in AT's 1996 revenues for both the quarter and nine months was primarily the result of increased level of effort on existing contracts and new contract awards for the Bosnian peacekeeping initiative. Cost of Services/Gross Margins Cost of services for the third quarter of 1996 was 94.7% of revenue compared to 96.0% for the same period in 1995, and for the nine months of 1996, cost of services was 94.9% compared to 95.9% in 1995. This resulted in gross margins of $13.2 million (5.3%) for the third quarter of 1996 compared to $9.8 million (4.0%) for the third quarter of 1995 and $37.6 million (5.1%) and $27.5 million (4.1%) for the nine months of 1996 and 1995, respectively. The same factors which contributed to the variances in revenue affected the gross margins. In addition, greater absorption of overhead costs resulting from the increased revenues and improved contract performance and efficiency on some contracts which were under-performing in 1995 also contributed to the improved gross margins for both 1996 periods. Selling and corporate administrative expense for the third quarter and nine months of 1996 was down to 1.8% of revenue compared to 2.3% and 2.2% of revenue for comparable periods in 1995. This decrease in selling and corporate administrative expense as a percentage of revenue was due primarily to the increase in revenues, although there was also a decline in the overall 1996 amounts as a result of reduced bid and proposal expense and savings realized from restructuring actions. Interest income in the third quarter and nine months of 1996 was down from the comparable periods in 1995 primarily because of cessation of interest accruals on the 17% Cummings Point Industries, Inc. note receivable which was paid in August 1995. Interest expense in the third quarter and nine months of 1996 was down from the comparable periods in 1995 primarily because of the retirement in 1995 of all the 16% Junior Subordinated Debentures. Other expense consists of the following major items (in thousands): Three Months Ended Nine Months Ended Sept. 26, Sept. 28, Sept. 26, Sept. 28, 1996 1995 1996 1995 Amortization of costs in excess of net assets acquired $ 402 $ 456 $1,157 $1,368 Provision for nonrecovery of receivables - - 106 - Miscellaneous 68 (15) 58 105 $ 470 $ 441 $1,321 $1,473 The provision for income taxes for the quarter and nine months of 1996 is based on an estimated annual effective rate, excluding expenses not deductible for income tax purposes. The provision for the third quarter and nine months of 1995 was computed on the same basis and, in addition, includes the tax provision of a majority owned subsidiary required to file a separate return. Additionally, in the third quarter of 1995, a federal tax benefit was recorded to reverse tax valuation reserves for deferred taxes which offset a portion of the tax on the gain on the sale of discontinued operations. The income tax provision or benefit for the items shown net of tax (i.e., discontinued operations and extraordinary item) is calculated in the same manner as that of continuing operations. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings This item is incorporated herein by reference to Note 12 to the Consolidated Condensed Financial Statements included elsewhere in this quarterly Report on Form 10-Q. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 11 - Computations of Earnings Per Common Share (b) Reports on Form 8-K None filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DYNCORP Date: November 7, 1996 T. E. Blanchard T. E. Blanchard Senior Vice President and Chief Financial Officer Date: November 7, 1996 G. A. Dunn G. A. Dunn Vice President and Controller