ManTech International Annual Report 2014

FY2014 Annual Report · ManTech International

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To Our Shareholders

For more than 46 years, ManTech has
provided advanced technological services
to the United States government, staying
close to our customers and anticipating their
technology needs, hiring highly talented
professionals to propel us into the future, and
acquiring companies with proven capabilities.
We are now applying the lessons learned in
areas such as defense, intelligence, and law
enforcement to help the private sector protect
networks and leverage critical information.
We dedicate ourselves to our customers’
missions and act as a trusted partner helping
our customers stay ahead of technology, gain
efficiencies, and cut costs.

ManTech supports more than 50 different government
agencies under 1,100 active contracts through 2
operating groups:

• Our Mission Solutions & Services (MSS) Group, led
by Dan Keefe, provides business support to the
Department of Defense (DoD), federal healthcare,
homeland security, and civilian agencies.

• Our Mission, Cyber, & Intelligence Solutions (MCIS)
Group, led by Bill Varner, provides full-spectrum
solutions across the cyber domain and offers
misssion-critical solutions to intelligence customers.

In addition, our emerging ManTech Commercial
Services business unit leverages its relationship with
global technology leaders SAP, Hadoop, and others,
along with ManTech’s expertise in supply chain,
big data, and security services for our commercial
customers.

2014 RESULTS AND ACCOMPLISHMENTS

ManTech’s revenue declined in 2014 as operational
requirements in Afghanistan diminished, but the
pace is abating as we are nearing a turning point in
the market. Consistent with that view, we showed
improved awards and excellent cash flow, and our
operating margins increased during the year. In
addition, we strengthened our overall competitive
position by bolstering our capabilities in the growth
markets of healthcare and homeland security,
investing aggressively in business development, and
demonstrating a strong commitment to our customers.

Strengthened Position in Healthcare

Beginning in 2012, ManTech made a strategic
commitment to the federal healthcare market, and,
in 2014, we took major strides toward becoming one
of the market leaders. With the acquisition of 7Delta,
Inc., one of the largest healthcare IT contractors for
the Department of Veterans Affairs (VA), ManTech now
has strong capability and presence across the entire
spectrum of federal healthcare. The VA faces daunting
challenges, and the country is committed to caring for
our veterans. The VA will get significant new funding,
and ManTech is well positioned to respond.

Soon after we completed the acquisition, the VA
awarded 7Delta its largest award ever ($48 million)
to deliver a cloud computing solution that provides
computing, storage, and other services on demand,
including access to a suite of secure, scalable, and
flexible IT infrastructure services. Working on next-
generation solutions for the VA positions ManTech well
for the future.

Accelerated Growth Into Homeland Security

We also acquired Allied Technology Group (ATG)
as a platform for expanding our presence at the
Department of Homeland Security (DHS). MSS has
key contracts in training and systems engineering for
Customs and Border Protection, and MCIS has an

ManTech International Corporation

2014 Annual Report

In February, the President forwarded his government
FY16 budget request to Congress. The proposed
budget recognizes the global security threats and
emphasizes many missions where ManTech provides
critical support. The total base DoD budget request is
$534 billion, which is an almost 8% increase from the
FY15 final budget. Within the budget, there are strong
increases for operations and maintenance, IT, and
cyber.

We do not yet know how the new Republican
Congress will work with the President and a new
Secretary of Defense. What is clear is that the leaders
of the House and Senate Armed Services Committees
support an expanded defense budget. I expect that
we will get some relief and that the days of further
reductions in annual defense spending are behind us.
If so, we would see stronger and more certain budgets,
greater award flow, and a more rapid pick-up in the
government services market.

With the market poised to rebound, companies that
have invested smartly will be the ones who prosper.
We believe that the investments that we made in 2014
will help drive growth as we move through this year.
Growth will come from proposals we have submitted
or will submit soon, including solutions that we have
built with our R&D investments.

We will also use our balance sheet to fund our
growth. Last year, we paid off a $200 million high-
yield debt and invested all of our free cash flow in two
acquisitions. With stability returning to our market, the
acquisition environment is more active. At year’s end,
we had $24 million in net cash and an untapped $500
million credit line with Bank of America, which places
us in a strong position to make more acquisitions to
grow the company, as we have done during the past
four decades at ManTech.

George J. Pedersen
Chairman of the Board and CEO

increasing presence with DHS cyber security. ATG adds
presence at the Coast Guard and a strong portfolio of
contracts that opens a $33 billion sales channel across
DHS in IT and engineering support. ManTech is well
positioned to help DHS perform its growing cyber
mission, secure the nation’s borders, and keep America
safe.

Invested in Business Development

During 2014, we made significant investments to
set up growth in 2015 and beyond. We hired new
business development leads for both groups and
added solution architects to drive innovative solutions
in our proposals. We also increased our investments
in internal research and development (R&D) in cyber,
mobility, and insider threat capabilities. Together,
these investments enable us to target larger, more
complex efforts. As a result, we submitted $6.8 billion
in proposals in 2014, a 61% increase compared to
2013. Going into the year, ManTech has $4.6 billion
in pending awards, including many in excess of $100
million.

Demonstrated Commitment to Customers

Commitment to customers is a bedrock value of
ManTech. That commitment extends around the globe,
even if that means being forward-deployed in the
inhospitable environment and climate of Afghanistan.
That commitment is recognized by customers across
the federal government.

In 2014, NASA’s Jet Propulsion Laboratory (JPL)
honored ManTech with its Small Business Industry
Awards Large Prime Contractor of the Year award for
our use of small businesses and superior performance
managing risks. For JPL, we consistently provided
top-rated services, including circuit and systems
engineering; space and mission environments
modeling, simulation, and analysis; environmental
requirements development and test engineering;
systems safety quality and parts engineering; and IT
services.

POISED FOR GROWTH

To begin 2015, the government passed an omnibus bill
to fund the defense department and almost all other
federal agencies through the end of the current fiscal
year, September 30, 2015. This bill resolved much of the
procurement uncertainty that comes with continuing
resolutions. Our customers are taking advantage of
this bill and moving forward with their acquisition
strategies.

1
1

ManTech Surges in Healthcare Market

ManTech is a top player in the growing federal
healthcare market—one of a handful of technology
companies driving innovation in health information
technology.

With the integration of Evolvent, ALTA Systems, and
7Delta, Inc., into ManTech now complete, ManTech
Health is well positioned to deliver proven solutions
for the most complex health IT challenges facing the
Departments of Defense (DoD), Veteran Affairs (VA),
and Health and Human Services (HHS). Under the
new leadership of Stephen J. Comber, former Group
President of Health for SAIC and Leidos, ManTech
Health is expanding the delivery of its services into
other federal agencies requiring specialized health IT
solutions.

ManTech’s defense health expertise includes providing
Health Information Exchange and interoperability
solutions for the DoD; developing and maintaining
the mobile Electronic Health Record software used
in operational medicine for our deployed troops;
supporting the DoD’s suite of medical logistics systems;
and performing analysis and studies of personnel
and health data to support policy and care decisions.
Our HHS expertise includes supporting massive-scale
data warehousing for the Affordable Care Act and
core eligibility, enrollment, and payment systems for
Medicare fee-for-service programs.

ManTech Health’s HHS division provides complex
healthcare system solutions and domain-specific
capabilities, including health information sharing and
analytic solutions. ManTech masters the technology
that delivers and manages responsive, efficient, and
cost-effective healthcare and health coverage. We
perform system development—finding new ways
to deliver patient care; integrate, build, and use

healthcare IT systems; and provide healthcare systems
deployment and support—making health IT available
and accessible enterprise-wide.

ManTech Health’s VA services division is a leading
provider of innovative technology solutions. Our
core services for the VA include health IT, program
and project management, IT and process analysis,
software engineering, operations management and
support, enterprise architecture, business process
mapping and analysis, and information security. Our
VA services organization has a long, successful history
of supporting the VA and other federal agencies
on large and mission-critical program IT support
services projects. ManTech Health supports mission-
critical programs, including Veterans Relationship
Management (VRM) Technical Integration Services;
Cloud Services for Mobile Device Management and
Application Environments (MDM/MAE); Standards
and Terminology Services (STS); Virtual Training
Campus; Virtual Lifetime Electronic Record (VLER);
Veterans Benefits Management System (VBMS); and
numerous projects supporting the VA’s VistA healthcare
management information system.

Like most specialized sectors, healthcare has its own
special needs and challenges. The proper application of
technology can make healthcare more secure, efficient,
and affordable. Our efforts help doctors, administrators,
and patients communicate better; we help provide
our veterans and service members with the care they
deserve.

ManTech Health will always focus on supporting the
immediate needs of its clients—emphasizing cost
reduction and improving access to and quality of care
for the patient.

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ManTech International Corporation

2014 Annual Report

ManTech Advances Webb Telescope Mission

ManTech’s NeXolve subsidiary’s heat shield for the
James Webb Space Telescope (JWST)—known as
the Sunshield—hit a major milestone in 2014 when
its first layer cleared initial testing and fully entered
production.

NeXolve designed and manufactures the Sunshield as
a subcontractor to Northrop Grumman on the JWST
project. The Sunshield is tasked with protecting the
JWST’s instruments from the sun’s debilitating heat so
that the telescope can peer into the darkness for long
periods at extremely low-operating temperatures. The
five-layer structure uses Kapton® (Kapton is a registered
mark of E. I. du Pont de Nemours and Company), a
proprietary film that is thinner than a human hair and
has a reflective metallic coating. It can unfold when on
the station to a size about as large as a tennis court and
will allow less than one millionth of the sun’s energy to
penetrate the instruments.

NeXolve began manufacturing the first flight layers last
year after completing the Sunshield’s development
work. The first flight layer completed testing last
December. The remaining four layers are now in
various stages of construction and will be completed
in the next year and a half. After assembly, the ManTech
team deployed the layer at its Huntsville, Alabama,
facility to verify its three-dimensional shape. Using
multiple laser systems, a team of engineers compared
the measurements to complex analytical computer
models to verify that the layer was built to the exact
specifications.

Each layer of the Sunshield system must maintain
a unique, complex shape on-orbit to sustain the
optimum environment for the telescope; each
layer is composed of at least 55 gores, or individual
pieces of Kapton. The first layer will face the sun and
withstand the hottest temperatures. The fifth layer will
be the farthest from the sun, face the telescope and
instruments, and be the coolest.

JWST Sunshield

Successor to the Hubble Space Telescope, the JWST is
the National Aeronautics and Space Administration’s
(NASA) largest science mission. It will be the most
powerful space telescope ever built—the world’s next-
generation space observatory. It will help us observe
the most distant objects in the universe, provide

images of the first galaxies ever formed, and study
planets orbiting distant stars. Named for NASA’s second
administrator, it will provide scientists with the earliest
view of the formation of our universe. The JWST is a
joint project of NASA, the European Space Agency, and
the Canadian Space Agency.

ManTech’s Key Business Areas: Focused on the Future

ManTech has built its business over the past 46 years by anticipating the government’s needs and leading the
development of technology that serves the American people and helps keep the nation safe. That focus on
service and innovation continues today as ManTech grows in cyber security and healthcare technology, and
integrates technologies to produce new capabilities. ManTech leverages all of its experiences and know-how to
meet government and industry challenges.

CYBER

Our security experts tackle the most challenging
cyber security problems facing the nation. We have
provided computer network operations support to
national security agencies for more than a decade,
working across all areas of cyber defense. Our
commercial business provides the full range of cyber
defense capabilities to clients in the financial, energy,
government, retail, and critical infrastructure sectors.

SOFTWARE AND SYSTEMS DEVELOPMENT

We develop, modify, and maintain software
solutions and complex systems that enable different
computing systems and software applications to act
as a coordinated whole. This solution set includes a
broad array of development activities across the full
lifecycle, from requirements analysis to design and
implementation to deployment and maintenance. We
develop software solutions and systems across many
domains and applications, including cyber, C4ISR, and
healthcare.

ENTERPRISE IT

We provide and sustain solutions across an enterprise
to improve performance and lower costs for our
government. The backbone of this capability is a
comprehensive ISO 9001:2000-certified management
and control system designed to provide best value
and to lower the total cost of ownership across the
lifecycle. Our strong engineering discipline helps our
customers move their IT enterprise infrastructure and
applications into cloud and virtual offerings, enabling
our customers to integrate their global IT infrastructure
while maintaining any necessary geo-specific
requirements.

MULTI-DISCIPLINE INTELLIGENCE

We provide specialized IT solutions and mission-
support services to national intelligence agencies
and other classified customers. ManTech supports
intelligence collection, analysis, and dissemination;
computer network operations; and development
and application of analytical techniques to
counterintelligence, human-intelligence operations/
training, and counterterrorist operations. We develop,
integrate, and maintain advanced signal processing
systems to support classified programs and facilities
that collect and process intelligence.

PROGRAM PROTECTION AND MISSION
ASSURANCE

Highly-classified programs, including intelligence
operations and military programs, require secrecy
management and security infrastructure services. We
provide integrated security support for a number of
programs, including the Joint Strike Fighter Program,
which presents one of the most complex sets of
security problems of any weapon system in our nation’s
history. In addition, we provide comprehensive mission
assurance in all phases of mission-critical systems,
including space-lift and satellite systems.

SYSTEMS ENGINEERING

Since 1968, ManTech’s scientists and engineers
have provided a disciplined, regimented, and
interdisciplinary approach for moving from a stated
need to an operationally effective and suitable
system, service, or capability. Our support includes
the full spectrum of necessary project management,
engineering, and acquisition practices, from process

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ManTech International Corporation

2014 Annual Report

development and implementation to modeling and
simulation to final deployment, risk management, and
maintainability.

TEST AND EVALUATION

ManTech is a leading provider of Test and Evaluation
(T&E) services to a wide range of defense, intelligence,
homeland security, and space customers. Our
knowledge of DoD testing and evaluation policies
and procedures ensures that technical solutions are
complete and align with test requirements. Our T&E
services are tightly linked with our systems engineering
capabilities and include specific competencies in all
aspects and phases of testing. We employ a technical
staff with a wide range of practical experience and
education necessary to support and perform all
operational and developmental tests.

COMMAND, CONTROL, COMMUNICATIONS,
COMPUTERS, INTELLIGENCE, SURVEILLANCE
AND RECONNAISSANCE (C4ISR)

ManTech is a proven leader in all aspects of C4ISR
systems and technology. Our C4ISR solutions and
services include systems engineering, systems
integration, and software engineering using the
latest Agile methodologies. We integrate systems,
sensors, multi-source intelligence information, data
dissemination systems, and applications to ensure the
troops have the right information at the right time
on the battlefield. We have supported intelligence
and homeland security agencies and all the military
services, both in the U.S. and in deployed locations
worldwide. We currently operate in 19 countries
around the world. We are also engaged across ground,
airborne, and space domains to include command-
and-control (C2) infrastructure; ISR platforms and
sensors; and the communication, dissemination, and
analysis of data.

TRAINING

ManTech provides blended, interactive training
solutions to support systems and personnel worldwide.
ManTech’s cutting-edge training technology is best
shown in the cyber security training work we are doing
for the U.S. Cyber Command, the Defense Information
Systems Agency, the Marine Corps, and other
government agencies. ManTech developed virtualized
cyber range environments for these agencies that can
emulate customer networks down to specific tools
being used and can simulate real host network traffic.
These cyber ranges allow for realistic training scenarios
that enable students to demonstrate their knowledge
and respond to countless situations across any desired
learning objective.

GLOBAL LOGISTICS AND SUPPLY CHAIN
MANAGEMENT

We are a major provider of global logistics, which
spans a wide range of core services. We provide
logistics, repair, and maintenance services, unique
system training and development, curriculum support,
resource management, and inventory tracking
technologies for complex, critical, and specialized
systems in deployed, isolated, and remote locations
worldwide.

MANAGEMENT CONSULTING

We help organizations improve their performance
by providing objective advice, specialized expertise,
and access to industry “best practices” in the form
of organizational change-management assistance,
process analysis, technology implementation, strategy
development, or operational improvement services.
Specific applications include environmental, range, and
sustainability services; healthcare analytics; and “big
data” solutions to drive better decision-making and
controls. Our solutions include a focus on transforming
healthcare systems to improve patient care, strengthen
the clinician-patient relationship, and provide for better
health outcomes.

We Are ManTech

Personnel

Our nation faces ongoing cyber and digital challenges
and threats. ManTech employees use their experience,
expertise, and dedication to help overcome those
challenges. With more than 7,100 employees located
around the world, ManTech solves today’s complex
problems for our government, military, space,
intelligence, and security communities. Our employees
set us apart. Approximately 70% of ManTech
employees hold security clearances.

Our employees work hard to meet customers’ needs
because the stakes are high. We are entrusted with the
nation’s most sensitive technology needs in national
security, healthcare, cyber, law enforcement, business
and citizen services, defense, diplomacy, homeland
security, and intelligence. We have to give our best.

Veterans

Veterans and those with military backgrounds are
essential to ManTech and its work for the military,
intelligence, and other government agencies. About
half of our employees are veterans or have a military
background. We believe veterans bring important
qualities to the job—like commitment, integrity, drive,
and spirit of service. We continue to be an employer
of choice for veterans in 2014 and will continue to hire
those who have served our country.

“Fifty percent of our employees have a military
background. The soldier of today is among the most
sophisticated warriors the nation has ever had. The
technology that they operate and utilize in their missions
requires a level of knowledge and training beyond earlier
times. Service members also have qualities that we need
in the workplace—qualities like responsibility, dedication
to mission, perseverance, integrity, teamwork, and of
course, leadership. We can teach skills on the job or in a
classroom, but character is harder to come by.”

- George J. Pedersen
Founder, Chairman, and CEO

ManTech was honored in 2014 for its veteran hiring
programs and support for military families.

• ManTech has made G.I. Jobs magazine’s list of the

nation’s most military-friendly companies every year
since 2006. In 2014, we were ranked #9.

• ManTech is a proud participant in the Army’s

Partnership for Youth Success (PaYS), which matches
us with young recruits who are offered positions at
ManTech once their enlistments end.

• ManTech supports military families, and we know
that military spouses have a lot to offer. That is
why ManTech is a member of the Military Spouse
Employment Partnership.

• ManTech is a “Vet Ready” certified company with

the Virginia Values Veterans (V3) Program, a Virginia
Department of Veteran Services initiative to help
Virginia companies successfully recruit and retain
military veterans.

• ManTech is also a member of the White House’s

Joining Forces initiative, a national effort to mobilize
all sectors of society to give service members and
their families opportunities and support.

Community Outreach

Service is a core tenet at ManTech; our philosophy
extends to the communities in which we live and
serve. In 2014, we partnered with several organizations,
including the Cyber Center for Education and
Innovation, CharityWorks, and the Marine Corps
Heritage Foundation. Our employees also participated
in The Ivymount School’s Transition-to-Work Program
for special-needs students and sponsored a variety
of events that raised money for diabetes, wounded
warriors, and other causes.

Cyber Center for Education and Innovation
ManTech is a primary member of the Founders’
Group to help develop the Cyber Center for
Education and Innovation, which will honor the
service, sacrifice, and contributions of the cryptologic
community. ManTech provides leadership for the
Cyber Center, including fundraising assistance and
contributing to the Cyber Center, which honors the
Intelligence Community that helps keep our nation
safe.

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ManTech International Corporation

2014 Annual Report

• “Malware often does strange things, but this one—
which looked like Skype installed on a corporate
domain controller—was most ‘peculiar,’ said a
security expert at ManTech International”–Skype-
based malware shows how “peculiar” malicious code
can be, Network World, March 6, 2014

• “ManTech International Corp., a firm that provides
technology and services, puts a high priority on
worker education and development to provide
the services its clients want,” said Karen Gardner,
executive director of training and organizational
development.–How to Sponsor and Retain Managers
in MBA Programs, Chief Learning Officer, March 12,
2014

• “Private companies […] are at the forefront of

developing the technologies, organizations, trained
personnel and strategies for engaging on this new
battlefield. Others are smaller, more specialized
defense-oriented operations like ManTech and
Kingfisher Systems.”–Private Companies Will Be The
Core Of A New “Offset” Strategy Against Cyber Attacks,
Lexington Institute, August 12, 2014

• “The U.S. Veterans Magazine today released the

results of its much-anticipated 2014 evaluation of
the nation’s Best of the Best Top Veteran-Friendly
Companies, Top Supplier Diversity Programs,
Top VBOs and SDVBOs, Top Government & Law
Enforcement Agencies and Top Veteran-Friendly
Schools.”–Top Veteran-Friendly Companies 2014,
August 15, 2014

• “I’ve been told how to walk in the clean room—
slowly, methodically—and I follow Greg Laue,
ManTech’s sunshield program manager and director
of aerospace products, who walks like an ice skater
with both hands clasped behind his back.”–Inside
look: A space age ‘clean room’ tests heat shields for
NASA’s James Webb Space Telescope, AL.com, October
9, 2014

• “These contracting environment trends have forced
us, and the industry as a whole, to reexamine what
we bid, how we bid, and perhaps how we execute
work,” Bishop said.–ManTech’s Chris Bishop Talks
the “New Normal” of Business Development Success,
Despite Tough Market Trends, Washington Executive,
October 16, 2014

The Ivymount School
ManTech has been a long-time supporter of The
Ivymount School, which offers quality education and
therapeutic services for students with special needs.
In 2014, ManTech continued providing financial
support for this Blue Ribbon school. Chairman
and CEO George Pedersen served on Ivymount’s
board for 10 years. In 2014, once again, we offered
Ivymount’s students the opportunity to gain real-
world work experience at ManTech’s corporate office.
Students work with ManTech employees twice a
week, learning valuable career skills. This program is
a two-way street; our employees learn a lot from the
students in return.

The Marine Corps Heritage Foundation
This past year, ManTech honored those who have
served our country by significantly contributing to
the Marine Corps Heritage Foundation (MCHF). The
MCHF preserves the history, tradition, and culture of
the Marine Corps and educates Americans through
the National Museum of the Marine Corps, which
opened in 2006. MCHF raises the funds required to
complete the museum by adding galleries to display
Marine Corps’ operations in Grenada, Beirut, Desert
Shield/Storm, Afghanistan, and Iraq. MCHF also funds
historical research and educational programs.

Honors and Awards

ManTech was honored in 2014 for its performance
excellence. Awards and recognition include:

• 2014 NASA JPL Large Business Prime Contractor of

the Year

• 2014 James S. Cogswell Industrial Security

Achievement Award

• 2014 Post 200: Washington Region’s Top Companies–

The Washington Post

• Member of the 100,000 Jobs Mission
• 2014 Most Valuable Employers for Military®–

CivilianJobs.com

ManTech Headlines

Throughout the year, ManTech
and its experts have been
featured in leading defense,
technology, national, regional,
and industry publications. Here’s
a sample of what was said about
ManTech in 2014.

Management Team

BOARD OF DIRECTORS

• George J. Pedersen – Chairman of the Board and Chief Executive Officer

• Richard L. Armitage – President, Armitage International; Former Deputy Secretary of State; Former Assistant

Secretary of Defense; Former Presidential Special Envoy during the Gulf War

• Mary K. Bush – Founder and President, Bush International; Former Managing Director, Federal Housing
Finance Board

• Barry G. Campbell – Former Chairman and Chief Executive Officer, Tracor Systems Technology, Inc.

• Walter R. Fatzinger, Jr. – Director, Chevy Chase Trust Company and Director, ASB Capital Management, Inc.

• Richard J. Kerr – Former Deputy Director and Officer, Central Intelligence Agency

• Lieutenant General Kenneth A. Minihan, USAF, (Ret.) – Managing Director of the Homeland Security Fund
for Paladin Capital Group; Former Director, National Security Agency; Former Director, Defense Intelligence Agency

• Stephen W. Porter, Esq. – Managing Director, Four Points Development

From left to right:
Kevin M. Phillips

George J. Pedersen

Louis M. Addeo

Daniel J. Keefe

L. William Varner

MANAGEMENT TEAM

• George J. Pedersen – Chairman of the Board and Chief Executive Officer

• Kevin M. Phillips – Executive Vice President and Chief Financial Officer

• Louis M. Addeo – Executive Vice President of Corporate Development and Strategic Acquisitions

• Daniel J. Keefe – President and Chief Operating Officer, ManTech Solutions & Services Group

• L. William Varner – President and Chief Operating Officer, ManTech Mission, Cyber & Intelligence Solutions Group

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-K

For the fiscal year ended December 31, 2014

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

For the transition period from to

Commission File No. 000-49604

ManTech International Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

22-1852179
(I.R.S. Employer Identification No.)

12015 Lee Jackson Highway, Fairfax, VA 22033
(Address of principal executive offices)

(703) 218-6000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Class A Common Stock, Par Value $0.01 Per Share

Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Accelerated filer

Smaller reporting company

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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2014 was $708,059,104 (based on the closing

price of $29.52 per share on June 30, 2014, as reported by the Nasdaq National Market).

There were the following numbers of shares outstanding of each of the registrant's classes of common stock as of February 18, 2015: ManTech
International Corp. Class A Common Stock, $0.01 par value per share, 24,210,977 shares; ManTech International Corp. Class B Common Stock, $0.01 par value
per share, 13,192,845 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the definitive Proxy Statement to be filed with the Securities Exchange Commission pursuant to Regulation
14A in connection with the registrant's 2015 Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are
incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K. Such definitive Proxy
Statement will be filed with the Commission not later than 120 days after the end of the fiscal year covered by this Annual Report
on Form 10-K.

TABLE OF CONTENTS

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved SEC Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Part I

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income and Loss

Consolidated Statements of Comprehensive Income and Loss

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 10. Directors, Executive Officers and Corporate Governance

Part III

Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

Part IV

Item 15. Exhibits, Financial Statement Schedule

Signatures

Schedule II

Page

73
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74

PART I

In this document, unless the context indicates otherwise, the terms “Company” and “ManTech” as well as the words “we”,
“our”, “ours” and “us” refer to both ManTech International Corporation and its consolidated subsidiaries. The term “registrant”
refers only to ManTech International Corporation, a Delaware corporation.

Industry and market data used throughout this Annual Report on Form 10-K were obtained through surveys and studies
conducted by third parties, industry and general publications and internal company research. We have not independently verified
any of the data from third-party sources nor have we ascertained any underlying economic assumptions relied upon therein. While
we are not aware of any misstatements regarding the industry data presented herein, estimates involve risks and uncertainties and
are subject to change based on various factors, including those discussed in Item 1A “Risk Factors.”

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties, many
of which are outside of our control. We believe that these statements are within the definition of the Private Securities Litigation
Reform Act of 1995. You can identify these statements by the use of words such as “may”, “will”, “expect”, “intend”, “anticipate”,
“believe”, “estimate”, “continue”, or the negative of these terms or words of similar import. You should read statements that
contain these words carefully because they discuss our future expectations, make projections of our future results of operations
or financial condition or state other “forward-looking” information.

Although forward-looking statements in this Annual Report reflect our good faith judgment, such statements can only be
based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and
uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by
the forward-looking statements. We believe that it is important to communicate our future expectations to our investors. However,
there may be events in the future that we are not able to predict accurately or control. Factors that could cause actual results to
differ materially from the results we anticipate include, but are not limited to, those discussed in Item 1A “Risk Factors” below,
as well as those discussed elsewhere in this Annual Report. We urge you not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Annual Report. We undertake no obligation to update any forward-looking
statement herein after the date of this Annual Report, whether as a result of new information, subsequent events or circumstances,
changes in expectations or otherwise. We also suggest that you carefully review and consider the various disclosures made in this
Annual Report that attempt to advise interested parties of the risks and factors that may affect our business, financial condition,
results of operations and prospects.

Item 1.

Business

Business and Corporate Overview

ManTech is a leading provider of innovative technologies and solutions for mission-critical national security programs for
the intelligence community; the departments of Defense, State, Homeland Security, Health and Human Services, Veterans Affairs
and Justice, including the Federal Bureau of Investigation (FBI); the space communities; and other U.S. government customers.

We use advanced technology to help government and industry meet some of their greatest challenges and succeed in their
most important endeavors. We are experts in technology, and we apply our knowledge of different technologies to manage and
protect information, support and maintain critical systems, and develop integrated systems to handle complex needs. With more
than 45 years of experience in technology, we have earned our stripes in the challenging world of national security, starting with
a single U.S. Navy contract and skillfully adapting to changing conditions.

Today, we support more than 50 different government agencies under approximately 1,100 current contracts, and we have
been entrusted with some of the most sensitive technology needs of our government. Our emerging commercial business includes
proprietary cyber security products and integration services for global technology leaders in big data. As a multi-billion-dollar
public Company, we apply our knowledge to national security, cyber, healthcare, law enforcement, business and citizen services,
as well as to defense, diplomacy, homeland security and intelligence.

ManTech was founded in 1968 as a New Jersey corporation and was reincorporated as a Delaware corporation in January
2002, just prior to our Initial Public Offering (IPO) in February 2002. We have grown substantially since going public, from
revenues of $0.43 billion at the end of 2001 to revenues of $1.77 billion in 2014. At December 31, 2014, we had approximately
7,100 employees. For additional financial information, see Item 8 “Financial Statements and Supplemental Data.”

Industry Background

Our primary customer is the U.S. government, the largest consumer of services and solutions in the United States. In
government fiscal year (FY) 2014, the U.S. government obligated about $282 billion on contracted services. Our principal focus
is on national security and homeland defense customers. The Department of Defense (DoD) is the largest purchaser of services
and solutions in the U.S. government. With a government FY 2015 budget of $554 billion, the DoD accounts for approximately
50% of the total discretionary budget.

After a decade of uninterrupted growth, federal spending came under pressure in recent years given mounting levels of debt.
Moreover, contentiousness in Congress created uncertainty about funding levels, leading to a government shutdown in 2013, and
delays in contract awards throughout most of 2014. The market environment is beginning to show signs of improvement. In
December of 2014, Congress passed an omnibus funding bill for FY 2015 covering all agencies other than the Department of
Homeland Security (DHS), which is funded by a continuing resolution (CR) through February 2015. This bill increases the base
defense budget $3.3 billion above the enacted FY 2014 level. Aside from the uncertainty for DHS, these developments are
beginning to provide our customers with the visibility necessary to develop and actively execute spending plans. Customers are
now making funding and award decisions, which is a positive development for our industry.

During 2014, the government continued to implement policies that adversely impact the government services industry. Chief
among these was a continued focus on lowest price offers in proposal evaluations among our customers, as well as an increasing
emphasis on making awards to small businesses. We expect that many of our customers will continue to factor price over the
strength of technical solution in 2015.

We expect government funding priorities will continue to evolve as we exit Afghanistan. FY 2014 demonstrated the importance
of preserving defense funding as major global threats, including the Islamic State in the Middle East, Russian support of separatists
in Ukraine, continued instability in Syria and Iraq and the Ebola outbreak in West Africa, caused serious concern within the
Administration and among Members of Congress. As a result, we believe that the U.S. government's spending will remain robust
in key areas for which ManTech is well positioned, including national and homeland security programs, cyber security, sophisticated
intelligence gathering and information sharing activities required in a dangerous world, and implementation of new healthcare
systems and policies. Also, the government is actively looking for secure cloud-based solutions and data center consolidation to
save money as well as systems integration and interoperability to enable better coordination and communication within and among
agencies and departments. We believe we are also well positioned in these growth markets.

Our Strategy

We aspire to be our customers' most trusted industry partner, integral to their success. We are a mission-driven Company that
is valued by our customers, employees, teammates and investors as the premier provider of technology and engineering services
and solutions to the U.S. government market. As industry returns to growth, our strategy to capitalize on the improving market
dynamics is comprised of the following:

•

Invest in Growth Opportunities

We maintain an enviable position with our customers. Since our founding in 1968, we have focused on providing technology-
based solutions and services for mission-critical national security programs. We have several long standing customer relationships;
many of our early customers remain our customers today. Because our personnel work in close proximity to our customers, we
understand their requirements and are often able to enhance their operations by rapidly identifying and developing solutions for
customer-specific requirements. In addition, in 2014, we derived 89% of our revenues as a prime contractor. As a prime, we are
able to enhance the relationship with our customers, ensure overall program success, foresee emerging requirements and manage
project resources. Our more than 1,100 current contracts, including large Indefinite Quantity/Indefinite Delivery (ID/IQ) vehicles,
allow us to compete for work across a wide variety of customers and service offerings.

To leverage this strong competitive position, we are investing in growth opportunities by increasing our business development
and bid and proposal spending with a focus on awards in excess of $100 million. During 2014, we submitted more than $6.8
billion in proposals. We also added key solutions architects that enable us to build compelling solutions for large opportunities.

In addition, in 2014 we increased our research and development spending to create technology discriminators and differentiated
solutions. As part of this initiative, we are investing in taking our capabilities to new customers. Our emerging Commercial
Services business unit leverages its relationship with global technology leaders, including Hortonworks, Saffron Technology, and
SAP, along with ManTech's core capabilities and industry expertise in big data, security services and supply chain for our commercial
customers. ManTech Cyber Solutions International (MCSI) delivers advanced cyber security and information security products
to the commercial and federal marketplace.

• Wisely Use Our Strong Balance Sheet

Our market, business model and financial discipline enable us to generate substantial cash to accelerate our growth and enhance
shareholder returns. During FY 2014, we generated $126.9 million in operating cash flow, and as of December 31, 2014, the
Company had $24 million in cash and cash equivalents and no debt. During 2014, we paid off our $200 million high-yield debt
and we amended and restated our $500 million revolving credit facility, which now has a maturity date of June 13, 2019. The
new credit agreement enhances the Company's strong capital position and financial flexibility, providing an increased ability to
target high-growth areas organically and through strategic acquisitions.

We plan to advance our internal growth by selectively pursuing strategic acquisitions that can cost-effectively broaden our
domain expertise and service offerings and establish relationships with new customers. We have successfully acquired 22 businesses
since our IPO in February 2002, and in 2014, we completed acquisitions to strengthen our position in federal health care information
technology (IT) and homeland security. We will continue to seek out new growth areas. In particular, we intend to focus on
providing new or improved solutions in cyber security, information assurance, insider threat detection, enterprise IT and health
IT.

In addition, we believe that it is important to return some of the cash generated by the business to shareholders as part of a
balance cash deployment program. In 2014, we paid dividends of $31.3 million. Given the year-end stock price, the annual
dividend yield was 3%.

• Enhance our Ability to Deliver Services Efficiently

Our customers are increasingly awarding work to service providers who can provide mission-critical services most efficiently.
ManTech has always maintained a very competitive cost structure so we are well-positioned in the marketplace and offer a strong
value proposition to our customers. We will continue our focus on being cost-competitive and look for ways to create additional
efficiencies in delivering our services. We invested in systems enhancements designed to improve efficiency in our infrastructure
and processes, to provide management and customers increased visibility into programs, and to support a wider set of IT offerings.

• Manage the Drawdown in Afghanistan

ManTech has proudly supported the U.S. military in Iraq and Afghanistan over the past decade, reaching peak levels of more
than $1.0 billion in annual revenues and approximately 2,000 people in theater. As the military concludes these campaigns, our
support has diminished. In 2014, in-theater support represented approximately $198 million in revenues, and we ended the year
with approximately 300 people in theater. We will continue to provide unfailing support to vital missions and be ready to reconstitute
the capability should the need arise.

Our Solutions and Services

We combine deep domain understanding and technical capability to deliver comprehensive IT, systems engineering and other
services and solutions, primarily in support of mission critical national security programs for the intelligence community; DoD;
and the healthcare and space communities. We deploy our broad set of services in custom combinations to best address the
requirements of our customers' long-term programs. The following solution sets are aligned with the long-term needs of our
customers:

• Cyber;
•
Software and Systems Development;
• Enterprise Information Technology;
• Multi-Discipline Intelligence;
Program Protection and Mission Assurance;
•
•
Systems Engineering;
• Test and Evaluation (T&E);
• Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR);
• Training;
• Global Logistics and Supply Chain Management; and
• Management Consulting.

Cyber

Ubiquitous security challenges threaten not just traditional IT, but also national security systems; embedded electronics on
ground, sea and aerospace platforms; classified and law enforcement networks and systems; and systems providing critical civilian
services, including healthcare. Our security experts tackle the most challenging cyber security problems facing the nation, such
as identifying and neutralizing external cyber attacks, engineering tailored defensive security solutions and controls, managing
cyber security operations centers (CSOCs), developing robust insider threat detection programs and creating enterprise vulnerability
management programs. We have provided computer network operations support to important national security customers for
more than a decade, working across the three domains of computer network attack, defense and exploitation. We provide
comprehensive cyber warfare and cyber defense security solutions and services to the DoD, agencies in the intelligence community,
Department of State, Department of Justice and other federal agencies, as well as commercial clients. We operate 24/7 CSOCs
for several key government customers, including the Department of Justice, Federal Bureau of Investigations (FBI), Executive
Office of U.S. Attorneys and several intelligence community agencies.

We are also trusted partners in the area of information assurance (IA). Our understanding of IT security guidance and policy
allows us to assist our customers in ensuring their programs are protected in accordance with that policy and in developing mitigation
strategies to reduce the risks of cyber threats. Our vulnerability assessment and penetration testing capabilities allow us to emulate
threats to information, whether from wired or wireless networks, software applications or through social engineering. If a customer
is unfortunate enough to have experienced a compromise, we can deploy our incident response team, comprised in part of former
cyber federal law enforcement agents, around the world to assist them.

We operate the DoD IA (Cyber) Range for the Defense Information Systems Agency (DISA) and the Office of the Secretary
of Defense (OSD) under the operational control of the Marine Corps. In unclassified and classified venues, we provide a full
range of services to train cyber warriors; test programs, systems and products; and exercise cyber warfighters and system operations/
procedures in a low risk/highly realistic environment to prepare for cyber warfare. We develop operationally realistic, scalable
and rapidly configurable environments that replicate or emulate the customer's environment. Our DoD IA (Cyber) Range customer
interface includes: Cyber Range infrastructure design and hosting; Cyber Range operations development; Cyber exercise support;
Immersive Cyber environments; and real and virtual Red Team activities for providing offensive challenges to cyber defenders.

Our commercial cyber security business builds upon our skills and capabilities acquired in support of federal agencies. By
offering a full service cyber solutions capability for the commercial market, we are able to provide ManTech services which
augment our commercial product line, and likewise offer those cyber security products to our federal customers. We currently
provide forensics support, advanced persistent threat detection, incident response, malware analysis, threat intelligence and threat
management capability to clients in the financial, energy, retail and U.S. critical infrastructure sectors.

Our solutions also support unique mission areas such as computer forensics, cyber threat analysis, computer crimes
investigations, security operations center management and specialized cyber training. We perform advanced services in the areas
of data mining analysis, atypical data recovery techniques and data extraction. For example, in support of a customer, we develop
and staff a national level computer forensic laboratory and provide a broad spectrum of subject matter expertise, including reverse

engineering and code analysis; forensic signature creation, detection and analysis; damaged media recovery; hidden data processing;
protected data processing; forensic software development; and custom training development and implementation.

Software and Systems Development

We develop, modify and maintain software solutions and complex systems that link together different computing systems
and software applications to act as a coordinated whole. This solution set includes a broad array of development activities across
the full lifecycle, including requirements analysis, identification of need, planning, design, implementation, integration,
enhancement, testing, documentation, deployment and maintenance. Activities cross a variety of development methodologies,
including waterfall, prototype model, incremental, iterative, V-Model, Spiral, Agile and Scrum. Supporting disciplines include
configuration management, documentation, software quality assurance, embedded systems, project management and user
experience.

We develop software solutions and systems across many domains and applications. Modern warfare (whether on a physical
or cyber battlefield) requires the warfighter to assess and use information from multiple sources quickly and appropriately. Our
experienced software engineers and developers design and support the real-time software applications that cyber security programs,
C4ISR systems, and other complex defense and weapons systems rely on to function as designed. As the lead systems integrator
for the Marine Corps, ManTech uses its Agile methodology to reduce defects, re-work and overhead costs, resulting in rapid, cost-
effective systems integration.

We implement software development solutions in the federal healthcare market. Our technology solutions empower patients
and providers with better, richer, and more timely data, care coordination solutions, and imaging management capabilities and all
of our technology solutions are built on interoperable platforms to new national standards. For example, ManTech designed and
developed the Healthcare Artifact and Image Management Solution (HAIMS) program that provides awareness of and access to
patient artifacts and images (A&I) around the world. HAIMS ingests A&I along with metadata information from repositories
worldwide, providing global access to military clinicians for search and retrieval of this data. This solution provides clinicians a
logical extension to the current electronic health record and newer web-based user interface platforms so that the presence of A&I
will be made apparent in the proper clinical context, including associated encounters, radiological and other specialty reports, and
dental documentation.

Enterprise IT

IT plays an increasingly central role in the missions of our defense, intelligence and federal civilian customers, and as a result,
is an important part of many of our solution areas. We develop, implement and sustain solutions that leverage technology across
an enterprise to deliver a service to improve mission performance and lower costs for our government customers. Solutions
typically involve hardware and software to support the core technology infrastructure, such as data centers, cloud services, e-mail
or desktop computing. Specific applications include IT service management, help desk, data center consolidation, enterprise
architecture, mobile computing and device management, network operations and infrastructure, virtualization/cloud computing,
network and database administration, enterprise systems development and management, and Infrastructure as a Service (IaaS).
The backbone of our global capabilities is a comprehensive ISO 9001:2000-certified management and control system designed
to provide best value for our customers and to lower the total cost of ownership across the systems' lifecycles.

We leverage our strong engineering discipline to aid our customers in moving their IT enterprise infrastructure and applications
from disparate instances into cloud and virtual offerings. The migration towards customer private secure cloud architectures is
compelling because it enables our customers to integrate their global IT infrastructure optimally, while still providing the geo-
specific requirements where necessary. For a DoD customer we are consolidating multiple instances of stove-piped applications
onto a single utility cloud backbone, allowing these legacy applications to continue supporting their mission while lowering the
overall operations cost. We have spearheaded the development of cloud architecture for the U.S. Army's Distributed Common
Ground Systems (DCGS-A) and have provided experienced technical personnel, extensive corporate knowledge and battle-tested
system solutions. We support the sustainment of regional and edge clouds today and will continue to field and test innovative
cloud concepts and technologies and help the government develop and use them in the future.

We also support the FBI's Criminal Justice Information Services (CJIS), where we are providing operations and maintenance
support to one of the world's largest data centers. FBI CJIS equips the law enforcement, national security and intelligence community
with the criminal justice information they need to protect the United States while preserving civil liberties. ManTech operates,
maintains, refreshes and enhances FBI CJIS IT systems required to process and share mission-critical information for members
of the law enforcement community in the United States and abroad. ManTech is sustaining systems that support millions of
requests each day, including when police check vehicle license plates or look for a fingerprint match against the largest biometrics
database in the world. The mission-critical systems we support must be operational and available 24/7; we understand that the
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impact to police officers, FBI agents, customs agents and government agencies nationwide would be significant, even life-
threatening, if the systems were to go down. Specific functions supported include IT system operations and maintenance, database
administration, cyber security and hardware and data center support.

One area of particular emphasis is the creation of a seamless medical record across the DoD and the Department of Veterans
Affairs (VA). The Bidirectional Health Information Exchange (BHIE) has been the primary interoperability platform between the
DoD and the VA for many years. Used daily by thousands of providers, it is one of the world's most comprehensive and highest
volume Health Information Exchanges (HIEs). ManTech helped migrate the legacy BHIE system toward modern health IT
standards by adopting the Nationwide Health Information Network and associated standards wherever possible. The Virtual
Lifetime Electronic Record (VLER) effort, which is being carried out in conjunction with the BHIE upgrade project, enables
sharing not only between DoD and VA, but also between the government and civilian provider networks and local HIEs. ManTech
has developed VLER-Health on behalf of the DoD in conjunction with its work to upgrade the BHIE. Functional domain content
for BHIE and VLER-Health overlaps significantly; ManTech is integrating these two projects to share data-access methods and
use DoD's Nationwide Health Information Network gateway.

ManTech provides the DISA with a unified and secure situational-awareness management environment. ManTech supports
the integration of DISA's Operations Support System and its Global NetOps Information Sharing Environment. This enhancement
of DISA's NetOps infrastructure will improve the quality and timeliness of collaborative decision-making regarding the
employment, protection and defense of the Global Information Grid.

Multi-Discipline Intelligence

We provide specialized IT solutions and mission support services to national intelligence agencies and other classified
customers. Specific solutions include support to strategic and tactical intelligence systems, networks and facilities; development
and integration of collection and analysis systems and techniques; and support to the development and application of analytical
techniques to counterintelligence, Human-Intelligence operations/training and counterterrorist operations.

ManTech provides SIGINT collection, analysis and dissemination, intelligence analysis and linguistics, and computer network
operations, including monitoring and protection, cyber operations support, and collaboration tools and analysis to support the
intelligence lifecycle. We develop, integrate and maintain advanced signal processing systems to support classified programs and
facilities that collect and process intelligence.

We provide embedded counterterrorism and counterintelligence analytical expertise to the U.S. Southern Command to
skillfully research, corroborate and determine key nodes in threat organizations. The tailored intelligence products produced by
our analysts directly contribute to U.S. national security objectives and aid senior decision makers at U.S. Southern Command to
develop and carry out effective defense and policy strategies throughout Latin America and the Caribbean.

Program Protection and Mission Assurance

Highly-classified programs, including intelligence operations and military programs, require secrecy management and security
infrastructure services from a trusted and experienced provider. These services can include vulnerability assessment, insider threat
protection, exposure analysis, secrecy architecture design, security policy development and implementation, lifecycle acquisition
program security, operations security, information assurance, Anti-Tamper, Export Compliance support, foreign disclosure, system
security engineering, security awareness and training, comprehensive security support services and technical certification and
accreditation services. We provide integrated security support for a number of programs, including the Joint Strike Fighter (JSF)
Program, which presents one of the most complex security problem sets of any weapon system in our nation's history due to the
numerous highly classified technologies incorporated in its design and international content in both its development and its usage.

As part of our program protection support, we provided network architecture planning and implementation services and
systems engineering services within secure environments requiring the application of multi-level security policies across the
enterprise. Secure enterprise-wide network infrastructures and components include local area network/wide area network
architectures, messaging architectures, network management solutions, directory services architecture and web hosting. For
example, we developed a state-of-the-art analytic environment that provides access to regional, national and international
information with appropriate security level access controls, providing direct operational support to time-sensitive counterterrorism
activities in support of an intelligence community customer.

In addition, ManTech provides comprehensive mission assurance in the development, acquisition, manufacturing, testing,
integration and site support of mission critical systems to include space lift and satellite systems. We provide full spectrum security;
reliability, maintainability and availability engineering; systems-safety engineering; hardware and software quality engineering;
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software assurance practices; and lifecycle support. ManTech personnel develop and review mission assurance and safety
requirements and carry out design reviews and analysis, safety analysis, requirements verification, test readiness reviews,
integration and test support, and operations support to ensure that those requirements are designed into systems.

ManTech provides comprehensive safety, reliability, quality assurance and engineering support to NASA Flight Projects and
the U.S. Air Force Space and Missile Systems Center. ManTech specialists troubleshoot safety issues during launch, on orbit, or
in flight, and our work has influenced redesign of components and processes to improve safety. Our independent assessment
teams solve problems independently for our customers and improve complex procedures and operations. ManTech's metrology
teams expertly calibrate the most sophisticated instruments to ensure proper measurement of data and conditions. Some of our
specific launch-safety services include basic assessments; specialized risk programs; databases; evaluation of potential impacts
to facilities, operations and workers; and other activities critical to both the vehicle and the mission.

Systems Engineering

Since 1968, ManTech's scientists and engineers have provided disciplined systems engineering support, including process
development and implementation; mission analysis and architecture; requirements analysis, development and management; tactical
systems development and integration; modeling and simulation; test and evaluation/Independent Validation & Verification (IV&V);
concepts of operations, risk management and reliability and maintainability.

We currently provide systems engineering support to a wide range of customers, including programs and offices within the
DHS, DoD and intelligence community. For example, we perform comprehensive systems engineering services to analyze, develop
and integrate solutions for U.S. Navy hardware and software requirements across subsurface, surface, ground, air and space
domains; provide acquisition and program management support for the DHS's Customs and Border Protection (CBP) Office of
Technology, Innovation and Acquisition; and support current and future space launch operations for the U.S. Air Force Launch
and Range Systems Wing with systems engineering and integration services. We also provide scientific, engineering and technical
support services to the Department of Energy's SunShot Initiative, which aims to reduce by 75% the cost of utility-scale electricity
at the grid by the year 2020.

Our proprietary systems engineering toolset, the ManTech Enterprise Framework, provides a regimented and interdisciplinary
approach to transition from a stated need to an operationally effective and suitable system, service or capability. Based in “Systems
Thinking,” the framework is an overarching and proven process that integrates the full spectrum of project management, systems
engineering and acquisition practices necessary to effectively manage a project or system over its lifecycle. Through it, we address
a full 360-degree perspective of a program, including disciplines of system, software, hardware, acoustics, communications,
reliability, safety and test engineering, as well as modeling, simulation and analysis. Our long-term commitment to the systems
engineering discipline is exemplified by our achievement of our Capability Maturity Model® Integration (CMMI) Level 3 rating
for Software and Systems Engineering.

Test and Evaluation

ManTech is a leading provider of Test and Evaluation (T&E) services to a wide range of defense, intelligence, homeland
security and space customers. We provide comprehensive T&E services for tactical and strategic C4ISR systems and National
Security Systems and Information Technology Systems (NSS/ITS). Our knowledge of DoD testing and evaluation policies and
procedures ensures that technical solutions are complete and align with test requirements. Our T&E services are tightly linked
with our systems engineering capabilities and include specific competencies in test engineering, preparation and planning; modeling
and simulation; test range operations and management; systems and cyber vulnerability; and IV&V. Employing a technical staff
with a wide range of practical experience and education, we provide our clients with the right skill sets to support and perform
operational and developmental tests.

ManTech's developmental T&E professionals verify systems for all types of federal acquisition programs, from planning
through reporting phases. Our test engineers develop requirements and assess the technical maturity of systems before those
systems are designated as programs of record. We monitor and review vendor testing to verify system performance against the
technical specifications, and we plan and conduct developmental testing to ensure that systems are ready for operational testing.
Our operational T&E professionals plan and execute a wide array of operational programs to ensure that systems meet requirements
for effectiveness, suitability, interoperability and survivability in operational environments. ManTech's test engineers plan and
conduct integrated testing to streamline cost, schedule and risk during operational testing. Our approach minimizes "surprise
discovery" during Initial Operational T&E (IOT&E).

We test complex and mission-critical hardware and software systems used by the Army, Navy and Marine Corps, with many
of these customer relationships spanning more than three decades. We have played key roles in improving the performance,
reliability, maintainability, supportability and weapons effectiveness of all Navy in-service rotary and fixed wing platforms and
their associated systems and ordnance. Likewise, we maintain a facility to support Marine Corps intelligence systems research
and development, providing the T&E to ensure these systems meet specified requirements for Marines in the field.

We perform independent tests to certify that new or upgraded systems operate in accordance with design requirements and
interoperate with legacy systems. For example, ManTech has installed, operated and maintained a large and complex joint test
environment for the Joint Interoperability Test Command (JITC) within DISA. ManTech has provided continuous technical and
operational support to DISA's JITC for more than 20 years. In that time, it has established itself as a joint testing center of
excellence. ManTech performs a broad range of services associated with the Command's overall mission. These services include
joint interoperability certification, operational T&E and standards conformance testing on tactical and strategic C41 systems as
well as NSS/ITS in support of military operations. We have also performed certification services for aircraft weapon systems in
support of U.S. Naval Air Systems Command programs.

Additionally, we are the prime contractor supporting the U.S. Army's Electronic Proving Ground at Fort Huachuca, AZ.
ManTech provides support testing for command, control, communications, computers and intelligence, navigation and sensor
systems for reliability, availability and maintainability, electromagnetic interference/electromagnetic compatibility and security.
We provide a full spectrum of services including scientific, engineering, technical, administrative, maintenance and logistics.
Other services include instrumentation and hardware/software-related development, as well as laboratory/test bed operations and
special studies in Aberdeen Proving Ground, MD; Fort Huachuca and Yuma Proving Ground, AZ; Fort Hood and Fort Bliss, TX;
Fort Lewis, WA; and White Sands Missile Range, NM.

Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance

Military operations increasingly rely on communication and information architectures that offer global connectivity and
interoperability between joint, interagency and multi-national forces. ManTech is a proven leader in the design, development,
analysis, implementation and support of all aspects of C4ISR systems and technology in support of national defense, intelligence
and homeland security missions. Our C4ISR solutions and services include systems engineering, systems integration and software
engineering using the latest Agile methodologies. We integrate systems, sensors, multi-source intelligence information, data
dissemination systems and applications to ensure the troops have the right information at the right time on the battlefield.

Our support spans the entire lifecycle continuum, from initial requirements assessment and program management support,
through engineering, development and integration, test and evaluation, deployment and training to the ultimate operation and
maintenance of C4ISR solutions. Our experience spans all of the military services, with support provided in the U.S. and in
deployed locations worldwide. We are also engaged across ground, airborne and space domains to include command-and-control
(C2) infrastructure; ISR platforms and sensors; and the communication, dissemination and analysis of data.

We have developed, tested, fielded and supported systems for the United States government worldwide, and have provided
C4ISR operations and maintenance support for every major military deployment since Operation Desert Storm. ManTech personnel
have been the primary managers, developers or support leads for Global Hawk, DarkStar, UCAV for the Navy and Air Force,
UCAR and Canard Rotor Wing, as well as for manned airborne systems such as the U-2 and Guardrail. ManTech has also led
support teams in space-based ISR, including Space Based Radar, Baseline National Reconnaissance Office imaging systems, Next
Imaging System, the ground-based Space Surveillance Telescope and other national programs. ManTech personnel are responsible
for the design, installation and testing of the Ground-Based Midcourse Defense (GMD) Prime Consolidated Integration Laboratory
and the mission-control consoles at the Joint National Integration Center (JNIC) for GMD Distributed Ground Test and Integrated
Flight Test.

Through various roles from program management and acquisition support to software development and integration, we have
supported the delivery of C4ISR-related solutions for the U.S. Army Communications-Electronics Command (CECOM), the U.S.
Navy SPAWAR and the Marine Corps Systems Command (MARCORSYSCOM). Our experience in delivering new capabilities
includes many critical systems such as the Joint Network Node (JNN), the DCGS-A, the Advanced Monitoring Display System
(AMDS), the EQ-36 RADAR system and many others. ManTech has a proven record in successful post-development support for
C4ISR systems. For major systems like the Army's DCGS-A and Base Expeditionary Targeting and Surveillance Systems-
Combined (BETSS-C), we provide training, fielding, logistics support and forward maintenance.

Training

ManTech provides blended, interactive training solutions to support systems and personnel worldwide to enhance knowledge,
skills and competencies. Specific offerings include instructional systems design; web-based and instructor-led training, distributed
training and technology; live/virtual/constructive (LVC) training; and interactive courseware and simulations. ManTech's training
organizations remain consistently capable of meeting any training need our customers have encountered. ManTech personnel
have developed training curriculum for occupational specialties, delivering instructional material for use in classrooms, on the
job, via distributable DVD, or on Enterprise Learning Management Systems such as Army Knowledge Online (AKO) and Navy
Knowledge Online (NKO).

Our services and products encompass the entire spectrum of Instructional Systems Development (ISD), from analysis of job
training needs to evaluation of the effectiveness of training. Our principal products include Instructor Led Training (ILT) curriculum,
On-the-Job Training (OJT) Handbooks, Interactive Courseware (ICW)/Interactive Multimedia Instruction (IMI) and virtual system
training. ManTech instructors provide training to large and small groups of trainees aboard ship, in the field and in customer or
ManTech’s own classrooms.

ManTech’s cutting edge training technology is best shown in our Cyber Security training work we are doing for the U.S.
Cyber Command, the Defense Information Systems Agency and the Marine Corp. To meet these customers' needs in the areas of
Information Assurance/Computer Network Defense (IA/CND) training, ManTech developed virtualized Cyber Range
environments that can emulate customer networks down to specific tools being used and can simulate real host network traffic.
These Cyber Ranges allow for realistic training scenarios that enable students to demonstrate their knowledge and respond to
countless situations across any desired learning objective. The ranges can be accessed from anywhere in the world through secure
authentication saving the DoD millions of dollars in travel expenses. As an additional benefit, these environments are also being
leveraged by the DoD to conduct Certification & Accreditation, T&E and IV&V activities at a fraction of current costs.

Global Logistics and Supply Chain Management

We are major providers of global logistics, which spans a wide range of core services, including supply chain management
support (such as warehousing, logistics management, shipping/receiving and global property management), maintenance and reset
of ground vehicles and electronics, business process outsourcing, transportation using contracted and government provided services
and other field services support (including fielding, training and operations support).

ManTech developed Agile tools and processes to streamline supply-chain management for our critical programs. We use our
proprietary LogMASTRE® system on large projects around the world to successfully track all maintenance and supply
requirements, and we customized LogMASTRE® to meet the logistics needs of any project or customer. LogMASTRE® provides
role-based access to operational, maintenance and logistics actions, and its dashboards offer a quick and descriptive view of system
status by functional area, 24/7/365.

We provide logistics, repair and maintenance services, unique system training and development curriculum support, resource
management and inventory tracking technologies for complex, critical and specialized customer systems in deployed, isolated and
remote locations worldwide. Since 2003, ManTech has supported the U.S. military's route clearance vehicles and other counter-
improvised explosive device (IED) vehicles and systems, including Mine-Resistant Ambush-Protected (MRAP) vehicles and
MRAP All-Terrain Vehicles (M-ATV). We provide battle damage assessment and repair, field maintenance, forward repair, logistics
analysis, and provisioning support services. To that end, we develop and manage supply levels and the streamlined operation of
supply-chain channels, including vendor partnerships with original equipment manufacturers to ensure the expedient,
unencumbered delivery of systems and parts to forward operating theater locations. ManTech provides a full range of logistics
and maintenance support for the U.S. military, at home, and in theater, with the ability to deploy rapidly anywhere. ManTech
designs and operates logistics management systems to last through the operational lifecycle of any weapons or equipment system.

Our maintenance and sustainment services support a variety of C4ISR and countermine equipment. We perform fault diagnosis,
screening, repair, overhaul, refurbishment and system installation as well as calibration and alignment. ManTech's maintenance
support includes electronics and mechanical support such as generator and electronic control unit (ECU) repair and overhaul. We
also install C4ISR and electronic equipment/systems and provide a 24/7 help desk for technical support. ManTech has provided
field support services to the U.S. Army Communications Electronics Command during military operations in hostile environments.
Embedded with deployed combat units, our technicians install, integrate and maintain secure satellite communications, IT systems,
and electronics equipment. We quickly deploy ManTech personnel and equipment, worldwide, through 23 Army-owned support
centers that we operate in six countries.

Management Consulting

We help organizations improve their performance by providing objective advice, specialized expertise and access to industry
"best practices" in the form of organizational change management assistance, process analysis, technology implementation, strategy
development or operational improvement services. Specific applications include environmental, range and sustainability services;
healthcare analytics, such as population health analyses; and "big data" solutions to drive better decision-making and controls.

Our management consulting solutions include a focus on transforming health care by analyzing, designing, implementing,
and evaluating information and communication systems that enhance individual and population health outcomes, improve patient
care and strengthen the clinician-patient relationship. ManTech collaborates with clinicians in the development of health informatics
tools that promote safe, efficient, effective, timely, patient-centered and equitable patient care. We also collect, manage and analyze
large amounts of demographic and clinical data to help our customers prevent or treat disease to improve the health and quality
of life in communities across the U.S. and worldwide.

ManTech is also a leader in the fields of environmental, range and sustainability planning, regulatory compliance, biological
resources and policy development. In an increasingly interconnected world with growing demands for limited resources, we
provide trusted solutions that meet today's most pressing challenges while securing the future. Our multidisciplinary staff of
planners, scientists, analysts and managers brings the education, experience and expertise to develop and execute comprehensive
sustainability strategies and environmental compliance programs in support of government and industry. We work with our
customer to manage and comply with the nation's most important environmental laws, including the National Environmental
Policy Act, the Endangered Species Act and the Marine Mammal Protection Act. We also provide ocean and coastal environmental
planning, coastal zone management planning, biological surveys and monitoring, bioacoustics and noise analysis, habitat
restoration, invasive species management and solid-waste compliance support.

For example, naval training and test ranges can require large areas and are often questioned for their potential impact on
sensitive environments. In order to retain the ability to train personnel and test equipment, the Navy has developed an integrated
program to assess the impact of its ranges and minimize impact on the environment, populated areas, shipping and navigation.
Tactical Training Theater Assessment Program (TAP) is the Navy's comprehensive program focused on environmental planning
and sustainability of training and test ranges worldwide. ManTech delivers critical planning solutions to complex environmental
and regulatory challenges in order to preserve and enhance the capabilities of Navy and Marine Corps ranges.

Our Customers

Our primary customers are U.S. government intelligence, military, space and civilian agencies. In addition, we support some
state and local governments and commercial customers. We derive most of our revenues from national security and homeland
defense customers. We have successful, long-standing relationships with our customers, having supported many of them for over
45 years.

Year Ended
December 31,

2014

2013

2012

Percentage of
Revenues from U.S.
Government
Customers

Percentage of
Revenues from
National Security and
Homeland Defense

98.9%

99.0%

99.2%

92.2%

95.6%

95.4%

Our customers include the departments of Defense, State, Homeland Security, Health and Human Services, Veteran Affairs

and Justice, including the FBI; the space communities and other U.S. government customers.

To provide deep understanding of our customers' missions, we target candidates for employment who have served in the
military or as civilian experts in the intelligence community and DoD, as well as those who are leading specialists in their technology
disciplines. Since 2006, we have annually been ranked in the Top 10 in the nation on the G.I. Jobs Magazine Military-Friendly
Employers list.

Our U.S. government customers typically exercise independent contracting authority, and even offices or divisions within an
agency or department may directly, or through a prime contractor, use our services as a separate customer so long as that customer
has independent decision-making and contracting authority within its organization. For example, under a contract with one of the

Army's contracting agencies, program managers throughout the Army and from other services and defense agencies are able to
purchase a wide range of our solutions. The U.S. Army Tank-Automotive Armament Command (TACOM) contract accounted
for 7.5%, 19.4% and 22.2% of our revenues for the years ended December 31, 2014, 2013 and 2012, respectively.

Foreign Operations

We treat sales to U.S. government customers as sales within the United States regardless of where the services are performed.
U.S. revenues were approximately 99.7%, 99.8% and 99.8% of our total revenues for the years ended December 31, 2014, 2013
and 2012, respectively. International revenues were approximately 0.3%, 0.2% and 0.2% of our total revenues for the years ended
December 31, 2014, 2013 and 2012, respectively.

Backlog

At December 31, 2014, our backlog was $3.3 billion, of which $0.8 billion was funded backlog. At December 31, 2013, our
backlog was $3.9 billion, of which $1.1 billion was funded backlog. The decrease in our backlog primarily reflects reduced
demand on contracts related to Overseas Contingency Operations (OCO) resulting from the accelerated withdrawal from
Afghanistan. We expect that approximately 38% of our total backlog will be recognized as revenues prior to December 31, 2015.

We define backlog as our estimate of the remaining future revenues from existing signed contracts, assuming the exercise of
all options relating to such contracts and including executed task orders issued under ID/IQ contracts. We also include an estimate
of revenues for solutions that we believe we will be asked to provide in the future under the terms of ID/IQ contracts for which
we have an established pattern of revenues.

We define funded backlog to be the portion of backlog for which funding currently is appropriated and allocated to the contract
by the purchasing agency or otherwise authorized for payment by the customer upon completion of a specified portion of work.
Our funded backlog does not include the full value of our contracts because Congress often appropriates funds for a particular
program or contract on a yearly or quarterly basis, even though the contract may call for performance that is expected to take a
number of years.

Changes in the amount of our backlog and funded backlog result from potential future revenues following the execution of
new contracts or the extension of existing contracts, reductions from contracts that end or are not renewed, reductions from the
early termination of contracts and adjustments to estimates for previously included contracts. Changes in the amount of our funded
backlog also are affected by the funding cycles of the government. Our estimates of future revenues are inexact and the receipt
and timing of any of these revenues is subject to various contingencies, many of which are beyond our control. The actual accrual
of revenues on programs included in backlog and funded backlog may never occur or may change because a program schedule
could change, a program could be cancelled, a contract could be modified or cancelled, an option that we have assumed would
be exercised is not exercised or initial estimates regarding the amount of services that we may provide could prove to be wrong.
For the same reason, we believe that period-to-period comparisons of backlog and funded backlog are not necessarily indicative
of future revenues that we may receive.

Patents, Trademarks, Trade Secrets and Licenses

We own a limited number of patents. We also maintain a number of trademarks and service marks to identify and distinguish
the goods and services we offer. While we believe protecting our patents, marks, trade secrets and vital confidential information
is important, our business does not depend on the existence or protection of such intellectual property.

Seasonality

Our business is not seasonal. However, it is not uncommon for U.S. government agencies to award extra tasks or complete
other contract actions in the weeks before the end of the U.S. government's fiscal year (which is September 30) in order to avoid
the loss of unexpended fiscal year funds. Additionally, our quarterly results are impacted by the number of working days in a
given quarter. There are generally fewer working days for our employees to generate revenues in the first and fourth quarters of
our fiscal year.

Competition

Our key competitors currently include divisions of large defense contractors, as well as a number of mid-size U.S. government
contractors with specialized capabilities. Because of the diverse requirements of U.S. government customers and the highly
competitive nature of large procurements, we frequently collaborate with these and other companies to compete for large contracts
and bid against these companies in other situations.

Company Information Available on the Internet

Our Internet address is www.mantech.com. Through links on the Investor Relations section of our website, we make available,
free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after
we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC).

Item 1A.

Risk Factors

Forward-Looking and Cautionary Statements

Set forth below are the risks that we believe are material to our investors. You should carefully consider the following risks
together with the other information contained in or incorporated by reference into this Annual Report on Form 10-K, including
our consolidated financial statements and notes thereto. The risks described below are not the only risks facing us. Additional
risks and uncertainties not currently known to us, or those we currently deem to be immaterial, may also materially and adversely
affect our business, financial condition or results of operations. This section contains forward-looking statements. You should
refer to the explanation of the qualification and limitations of forward-looking statements set forth at the beginning of this Annual
Report.

Risks Related to Our Business

We depend on contracts with the U.S. government for substantially all of our revenues. If our relationships with the U.S.
government were harmed, our business, future revenues and growth prospects could be adversely affected.

We derive the vast majority of our revenues from our U.S. government customers. We expect that U.S. government contracts
will continue to be the primary source of our revenues for the foreseeable future. Our business, prospects, financial condition or
operating results could be materially harmed if:

• We are suspended or debarred from contracting with the U.S. government or a significant government agency;

• Our reputation or relationship with government agencies is impaired; or

• The government ceases to do business with us, or significantly decreases the amount of business it does with us.

Among the key factors in maintaining our relationships with U.S. government agencies are our performance on individual
contracts and task orders, the strength of our professional reputation and the relationships of our senior management with our
customers.

U.S. government spending levels for programs we support may change or be delayed in a manner that adversely affects our
future results and limits our growth prospects.

Our business depends upon continued U.S. government expenditures on intelligence, defense and other programs that we
support. These expenditures have not remained constant over time. Over the last couple years, in the face of growing national
debt and long-term fiscal challenges facing the nation, spending levels for U.S. government programs generally, and in particular
the U.S. defense budget, have come under pressure. Federal budget constraints may affect future levels or timing of expenditures,
place pressure on operating margins in our industry, and shift expenditures to programs in areas where we do not currently provide
services, thereby adversely impacting our future results of operations. A reduction in the amount of services that we are contracted
to provide, or incorporation of less favorable terms in existing or future contracts, could cause an adverse impact on our business
and future results of operations.

The failure by Congress to approve budgets on a timely basis for the federal agencies we support could delay procurement of
our services and solutions and cause us to lose future revenues.

On an annual basis, Congress must approve budgets that govern spending by the federal agencies that we support. In years
when Congress is not able to complete its budget process before the end of the U.S. government's fiscal year on September 30,
Congress typically funds government operations pursuant to a continuing resolution. A continuing resolution allows U.S.
government agencies to operate at spending levels approved in the previous budget cycle. When the U.S. government operates
under a continuing resolution, it may delay funding we expect to receive from customers on work we are already performing and
will likely result in new initiatives being delayed or in some cases cancelled. The U.S. government's failure to complete its budget
process, or to fund government operations pursuant to a continuing resolution, may result in a U.S. government shutdown, such
as that which occurred during the 2013 fiscal year.

We derive most of our revenues from contracts awarded through competitive bidding processes, and our revenue and profitability
may be adversely impacted if we fail to compete effectively in such processes, or if there are delays as a result of our competitors'
protests of contract awards that we receive.

We derive a significant portion of revenues from U.S. government contracts awarded through a competitive bidding process.
We do not anticipate that this will change in the foreseeable future. Our failure to compete effectively in this procurement
environment would have a material adverse impact on our revenue and profitability. The competitive bidding process involves
risk and significant costs to businesses operating in this environment including:

•

Spending substantial cost and managerial time and effort to prepare bids and proposals for contracts that may not be
awarded to us, which may result in reduced profitability;

• Expending resources and making financial commitments (such as procuring leased premises) and bidding on programs
in advance of the completion of their design, which may result in unforeseen difficulties in execution, cost overruns,
or, in the case of unsuccessful competition, the loss of committed costs.

•

Incurring expense and delays due to protests or challenges of contract awards made to us from unsuccessful bidders,
including the risk that any such protest or challenge could result in the resubmission of bids on modified specifications,
or in the termination, reduction or modification of the awarded contract, which may result in reduced profitability;

• Changes in policy and goals by the government providing set-aside funds to small business, disadvantaged businesses

and other socio-economic requirements in the allocation of contracts; and

•

Failing to accurately estimate the resources and cost structure that will be required to service any contract we are
awarded.

Additionally, many of our customers have increasingly focused on cost as a key component of the procurement evaluation
process. This focus has increased competitive pricing pressures and resulted in a reduction to the profits we expect to earn on our
U.S. government contracts. Specifically, the use by the U.S. government of a lowest price/technically acceptable standard for
contract awards, may require us to decrease the margin by which we expect our bid price to exceed our costs.

If we are unable to win particular contracts that are awarded through the competitive bidding process, in addition to the risk
that our operating results may be adversely affected, we may be unable to operate in the market for services that are provided
under those contracts for a number of years.

We face aggressive competition that can impact our ability to obtain contracts, and therefore affect our future revenues and
growth prospects.

We operate in highly competitive markets and generally encounter intense competition to win contracts, which are usually
subject to competitive bidding processes. We may not be able to continue to win competitively awarded contracts at historic
levels. We compete with larger companies that have greater name recognition, financial resources and larger technical staffs than
we have. We also compete with smaller, more specialized companies that are able to concentrate their resources on particular
areas. To remain competitive, we must provide superior service and performance on a cost-effective basis to our customers. Our
competitors may be able to provide our customers with different or greater capabilities or better contract terms than we can provide,
including technical qualifications, past contract experience, geographic presence, price and the availability of qualified professional
personnel. In particular, increased efforts by our competitors to meet U.S. government requirements for efficiency and cost
reduction may necessitate that we become more competitive with respect to price, and thereby potentially reduce our profit margins,
in order to win or maintain contracts. In addition, our competitors may consolidate or establish teaming or other relationships
among themselves or with third parties to increase their ability to address customers' needs.

Our earnings and profitability may be adversely affected if we do not accurately estimate the expenses, time and resources
necessary to satisfy some of our contractual obligations.

We enter into three types of U.S. government contracts for our services: cost-reimbursable, time-and-materials and fixed-
price. Our customers have increasingly procured our services under cost-reimbursable contracts, which tend to offer lower margin
opportunities than other contract types. For our last three fiscal years, we derived revenues from such contracts as follows:

Cost-reimbursable

Fixed-price

Time-and-materials

Total

Year Ended
December 31,

2014

2013

2012

68.9%

21.1%

10.0%

100.0%

72.3%

16.8%

10.9%

100.0%

51.0%

16.2%

32.8%

100.0%

Each of these types of contracts, to varying degrees, involves some risk that we could underestimate our cost of fulfilling the

contract, which may reduce the profit we earn or lead to a financial loss on the contract.

• Under cost-reimbursable contracts, we are reimbursed for allowable costs and paid a fee, which may be fixed or
performance-based. To the extent that the actual costs incurred in performing a cost-reimbursable contract are within
the contract ceiling and allowable under the terms of the contract and applicable regulations, we are entitled to
reimbursement of our costs, plus a profit. However, if our costs exceed the ceiling or are not allowable under the
terms of the contract or applicable regulations, we may not be able to recover those costs. In particular, there is
increasing focus by the U.S. government on the extent to which contractors are able to receive reimbursement for
employee compensation.

• Under fixed-price contracts, we perform specific tasks for a fixed price. Compared to cost-plus contracts, fixed-
price contracts generally offer higher margin opportunities, but involve greater financial risk because we bear the
impact of cost overruns, which could result in increased costs and expenses. Because we assume such risk, an
increase in the percentage of fixed-price contracts in our contract mix, whether caused by a shift by the U.S.
government toward a preference for fixed-price contracts or otherwise, could increase the risk that we suffer losses
if we underestimate the level of effort required to perform the contractual obligations.

• Under time-and-material contracts, we are reimbursed for labor at negotiated hourly billing rates and for certain
expenses. We assume financial risk on time-and-material contracts because we assume the risk of performing those
contracts at negotiated hourly rates.

Our profits could be adversely affected if our costs under any of these contracts exceed the assumptions we used in bidding

for the contract.

Many of our U.S. government customers execute their procurement budgets through multiple award contracts under which
we are required to compete for post-award orders, or for which we may not be eligible to compete, potentially limiting our
ability to win new contracts and increase revenues.

Budgetary pressures and reforms in the procurement process have caused many U.S. government customers to purchase goods
and services through multiple award ID/IQ contracts and other multiple award and/or government wide acquisition contract
vehicles. These contract vehicles require that we make sustained post-award efforts to obtain task orders under the relevant
contract. There can be no assurance that we will obtain revenues or otherwise sell successfully under these contract vehicles. Our
failure to compete effectively in this procurement environment could harm our operating results.

U.S. government contracts contain provisions giving government customers a variety of rights that are unfavorable to us,
including the ability to terminate a contract at any time for convenience.

U.S. government contracts contain provisions and are subject to laws and regulations that give the government rights and

remedies not typically found in commercial contracts. These provisions may allow the government to:

• Terminate existing contracts for convenience, as well as for default;

• Reduce orders under, or otherwise modify contracts or subcontracts;

• Cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become

unavailable;

• Decline to exercise an option to renew multi-year contracts or issue task orders in connection with multiple award

contracts;

•

Suspend or debar us from doing business with the U.S. government or with a government agency;

Prohibit future procurement awards with a particular agency as a result of a finding of an organizational conflict of
interest based upon prior related work performed for the agency that would give a contractor an unfair advantage
over competing contractors;

Subject the award of contracts to protest by competitors, which may require the contracting federal agency or
department to suspend our performance pending the outcome of the protest and may also result in a requirement to
resubmit offers for the contract or in the termination, reduction or modification of the awarded contract;

• Terminate our facility security clearances and thereby prevent us from receiving classified contracts;

• Claim rights in products and systems produced by us; and

• Control or prohibit the export of our products and services.

If the government terminates a contract for convenience, we may recover only our incurred or committed costs, settlement
expenses and profit on work completed prior to the termination. If the government terminates a contract for default, we may not
even recover those amounts and instead may be liable for excess costs incurred by the government in procuring undelivered items
and services from another source. If one of our government customers were to unexpectedly terminate, cancel or decline to exercise
an option to renew one or more of our significant contracts or programs, our revenues and operating results would be materially
harmed.

We may not realize as revenue the full value of our backlog, which could adversely affect our expected future revenues and
growth prospects.

As of December 31, 2014, our backlog was $3.3 billion, of which $0.8 billion was funded. Backlog is our estimate of the
remaining future revenues from existing signed contracts, assuming the exercise of all options relating to such contracts and
including executed task orders issued under ID/IQ contracts. Backlog also includes estimates of revenues for solutions that we
believe we will be asked to provide in the future under the terms of ID/IQ contracts for which we have an established pattern of
revenues. Our estimates are based on our experience using such vehicles and similar contracts. However, due to the U.S.
government's ability to not exercise contract options, and to terminate or modify our programs and their associated contracts, we
cannot assure that all, or any, of such estimated contract revenues will be recognized. Furthermore, the actual receipt of revenue
from contracts included in backlog may never occur or may be delayed because: a program schedule could change or the program
could be cancelled; or a contract's funding or scope could be reduced, modified, delayed or terminated early, including as a result
of a lack of appropriated funds or as a result of cost cutting initiatives and other efforts to reduce U.S. government spending. Our
unfunded backlog, in particular, contains management's estimate of amounts expected to be realized on unfunded contract work
that may never be realized as revenues. If we fail to realize as revenues those amounts included in our backlog, our future revenues
and growth prospects may be adversely affected.

Acquisitions could result in operating difficulties, dilution or other adverse consequences to our business.

One of our key operating strategies is to selectively pursue acquisitions. Our acquisitions strategy poses many risks, including:

• As a result of an acquisition, we may need to record write-downs from future impairments of intangible assets, which

could reduce our future reported earnings;

• We may have difficulty retaining an acquired company's key employees or customers;

• We may have difficulty integrating acquired businesses, resulting in unforeseen difficulties, such as incompatible

accounting, information management or other control systems; and

• Acquisitions may disrupt our business or distract our management from other responsibilities.

In connection with any acquisition that we make, there may be liabilities that we fail to discover or that we inadequately
assess. Acquired entities may not operate profitably or result in improved operating performance. Additionally, we may not realize
anticipated synergies. If our acquisitions perform poorly, our business and financial results could be adversely affected.

Goodwill represents a significant asset on our balance sheet, and changes in future business conditions could cause these
investments to become impaired, requiring substantial write-downs that would reduce our operating income.

As of December 31, 2014, our goodwill was $851.6 million. The amount of our recorded goodwill may substantially increase
in the future as a result of any acquisitions that we make. We evaluate the recoverability of recorded goodwill amounts annually,
or when evidence of potential impairment exists. Impairment analysis is based on several factors requiring judgment and the use
of estimates, which are inherently uncertain and based on assumptions that may prove to be inaccurate. Additionally, material
changes in our financial outlook, as well as events outside of our control, such as deteriorating market conditions for companies
in our industry, may indicate a potential impairment. When there is an impairment, we are required to write down the recorded
amount of goodwill, which is reflected as a charge against operating income. We recorded a non-cash goodwill impairment charge
of $118.4 million for the year ended December 31, 2013.

If we fail to comply with complex procurement laws and regulations, we could lose business and be liable for various penalties
or sanctions.

We must comply with laws and regulations relating to the formation, administration and performance of U.S. government
contracts. These laws and regulations affect how we conduct business with our U.S. government customers. In complying with
these laws and regulations, we may incur additional costs. Non-compliance could result in the imposition of fines and penalties,
including contractual damages. Among the more significant laws and regulations affecting our business are the following:

• The Federal Acquisition Regulation, which comprehensively regulates the formation, administration and performance

of U.S. government contracts;

• The Truth in Negotiations Act, which requires certification and disclosure of all cost and pricing data in connection

with contract negotiations;

• The Cost Accounting Standards and Cost Principles, which impose accounting requirements that govern our right

to reimbursement under certain cost-based U.S. government contracts;

• Laws, regulations and executive orders restricting the use and dissemination of information classified for national

security purposes and the export of certain products, services and technical data;

• U.S. export controls, which apply when we engage in international work; and

• The Foreign Corrupt Practices Act.

Failure to comply with these laws and regulations can lead to severe penalties, both civil and criminal, and can include

debarment from contracting with the U.S. government.

Our contracting agency customers periodically review our compliance with procurement laws and regulations, as well as our
performance under the terms of our U.S. government contracts. If a government review or investigation uncovers improper or
illegal activities, we may be subject to civil or criminal penalties or administrative sanctions, including the termination of contracts,
forfeiture of profits, the triggering of price reduction clauses, suspension of payments, fines and the suspension or debarment from
doing business with federal government agencies.

Additionally, the civil False Claims Act provides for potentially substantial civil penalties where, for example, a contractor
presents a false or fraudulent claim to the government for payment or approval. Actions under the civil False Claims Act may be
brought by the government or by other persons on behalf of the government (who may then share a portion of any recovery).

If we fail to comply with these laws and regulations, we may also suffer harm to our reputation, which could impair our ability
to win awards of contracts in the future or receive renewals of existing contracts. If we are subject to civil and criminal penalties
and administrative sanctions or suffer harm to our reputation, our current business, future prospects, financial condition or operating
results could be materially harmed.

Unfavorable U.S. government audits or results of other investigations could subject us to penalties or sanctions, adversely
affect our profitability, harm our reputation and relationships with our customers or impair our ability to win new contracts.

The Defense Contract Audit Agency (DCAA) and other government agencies routinely audit and investigate government
contracts and contractor systems. These agencies review a contractor's performance on its contract, cost structure and compliance
with applicable laws, regulations and standards. The DCAA also reviews the adequacy of, and a contractor's compliance with,
its internal control systems and policies, including the contractor's accounting, purchasing, estimating, compensation and
management information systems. Allegations of impropriety or deficient controls could harm our reputation or influence the
award of new contracts. Any costs found to be improperly allocated to a specific contract will not be reimbursed, while such costs
already reimbursed must be refunded. In recent years, U.S. government contractors have faced increased scrutiny by the DCAA
and other U.S. government agencies. For example, among other matters, the DCAA has begun to focus on the strict adherence
by technology support contractors to labor qualification requirements contained in the terms of U.S. government contracts that
we support. If any of our internal control systems or policies is found non-compliant or inadequate, payments may be withheld
or suspended under our contracts or we may be subjected to increased government scrutiny and approval requirements that could
delay or adversely affect our ability to invoice and receive timely payment on our contracts, perform contracts or compete for
contracts with the U.S. government. As a result, a DCAA audit could materially affect our competitive position and result in a
substantial adjustment to our revenues and adversely affect our profitability.

Our failure to maintain strong relationships with other contractors, or the failure of contractors with whom we have entered
into a subcontract or prime contract relationship to meet their contractual obligations to us or our clients, could have a material
adverse effect on our business and results of operations.

As a prime contractor, we often rely on other companies to perform some of the work under a contract, and we expect to
continue to depend on relationships with other contractors for portions of our delivery of services and revenue in the foreseeable
future. There is a risk that we may have disputes with our subcontractors arising from, among other things, the quality and timeliness
of work performed by the subcontractor, client concerns about the subcontractor, our failure to extend existing task orders or issue
new task orders under a subcontract, or our hiring of a subcontractor’s personnel. In addition, if any of our subcontractors fail to
deliver the agreed-upon supplies or perform the agreed-upon services on a timely basis, our ability to fulfill our obligations as a
prime contractor may be jeopardized. Material losses could arise in future periods and subcontractor performance deficiencies
could result in a client terminating a contract for default. A termination for default could expose us to liability and have an adverse
effect on our ability to compete for future contracts and orders.

For the years ended December 31, 2014 and 2013, we derived 11% and 9% of our revenues, respectively, from contracts in
which we acted as a subcontractor to other contractors. As a subcontractor, we often lack control over fulfillment of a contract.
Poor performance on such contracts could impact our reputation, even if we perform as required. In addition, as a subcontractor,
we may be unable to collect payments owed to us by the prime contractor, even if we have performed our obligations under the
contract, as a result of, among other things, the prime contractor’s inability to fulfill the contract.

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

Internal system or service failures, including those resulting from cyber or other security threats, could disrupt our business
and impair our ability to effectively provide our services to our customers, which could damage our reputation and have a
material adverse effect on our business and results of operations.

We create, implement and maintain information technology and engineering systems, and provide services that are often
critical to our customers' operations, some of which involve classified or other sensitive information in intelligence, national
security and other classified or sensitive customer functions. As a result, we are subject to systems or service failures, not only
resulting from our own failures or the failures of third-party service providers, natural disasters, power shortages or terrorist attacks,
but also from continuous exposure to cyber and other security threats, including computer viruses, attacks by computer hackers
or physical break-ins. In particular, as a U.S. government contractor, we face a heightened risk of a security breach or disruption
with respect to classified or other sensitive information resulting from disclosure of classified operations, an attack by computer
hackers, foreign governments or cyber terrorists. Many government contractors have been the target of these types of attacks in
the past and future attacks are likely to occur. If successful, these types of attacks on our network or other systems or service
failures could have a material adverse effect on our business and results of operations, due to, among other things, the loss of
customer or proprietary data, interruptions or delays in our customers' businesses and damage to our reputation. In addition, the
failure or disruption of our systems, communications or utilities could cause us to interrupt or suspend our operations, which could
have a material adverse effect on our business and results of operations.

If our systems, services or other applications have significant defects or errors, are successfully attacked by cyber and other

security threats, suffer delivery delays or otherwise fail to meet our customers' expectations, we may:

•

lose revenue due to adverse customer reaction;

be required to provide additional services to a customer at no charge;

incur additional costs related to monitoring and increasing our cyber security;

lose revenue due to the deployment of internal staff for remediation efforts instead of customer assignments;

receive negative publicity, which could damage our reputation and adversely affect our ability to attract or retain
customers;

be unable to successfully market services that are reliant on the creation and maintenance of secure information
technology systems to U.S. government, international and commercial customers;

suffer claims for substantial damages, particularly as a result of any successful network or systems breach and
exfiltration of customer information; or

incur significant costs complying with applicable federal or state law, including laws governing protection of personal
information.

In addition to any costs resulting from contract performance or required corrective action, these failures may result in increased
costs or loss of revenues if they result in customers postponing subsequently scheduled work or canceling or failing to renew
contracts.

Our errors and omissions insurance coverage may not continue to be available on reasonable terms or in sufficient amounts
to cover one or more large claims or the insurer may disclaim coverage as to some types of future claims. The successful assertion
of any large claim against us could seriously harm our business. Even if not successful, these claims could result in significant
legal and other costs, may be a distraction to our management and may harm our customer relationships.

Security breaches in customer systems could adversely affect our business.

Many of the programs we support and systems we develop, install and maintain involve managing and protecting information
involved in intelligence, national security and other classified or sensitive customer functions. While we have programs designed
to comply with relevant security laws, regulations and restrictions, a security breach in one of these systems could cause serious
harm to our business, damage our reputation and prevent us from being eligible for further work on critical systems for our current
customers or for other U.S. government customers generally. Losses that we could incur from such a security breach could exceed
the policy limits that we have for errors and omissions and product liability insurance coverage. Damage to our reputation or
limitations on our eligibility for additional work resulting from a security breach in one of the systems we develop, install and
maintain could materially reduce our revenues.

If we fail to recruit and retain skilled employees or employees with the necessary skill sets or security clearances, we might not
be able to perform under our contracts or win new business and our growth may be limited.

To be competitive, we must have employees who have advanced information technology and technical services skills and
who work well with our customers in a government or defense-related environment. Often, these employees must have some of
the highest security clearances in the United States. These employees are in great demand and are likely to remain a limited
resource in the foreseeable future. Recruiting, training and retention costs can place significant demands on our resources. If we
are unable to recruit and retain a sufficient number of these employees, our ability to maintain and grow our business could be
negatively impacted. If we are required to engage larger numbers of contracted personnel, our profit margins could be adversely
affected. In addition, some of our contracts contain provisions requiring us to commit to staff a program with certain personnel
the customer considers key to our successful performance under the contract. In the event we are unable to provide these key
personnel or acceptable substitutions, the customer may terminate the contract and we may not be able to recover certain incurred
costs.

Our business depends upon obtaining and maintaining required security clearances.

Many of our U.S. government contracts require our employees to maintain various levels of security clearances and we are
required to maintain certain facility security clearances complying with the Department of Defense and intelligence community
requirements. Obtaining and maintaining security clearances for employees involves a lengthy process and it is difficult to identify,
recruit and retain employees who already hold security clearances. If our employees are unable to obtain or retain security
clearances or if our employees who hold security clearances terminate employment with us, the customer whose work requires
cleared employees could terminate the contract or decide not to renew it upon its expiration. In addition, we expect that many of
the contracts on which we will bid will require us to demonstrate our ability to obtain facility security clearances and perform
work with employees who hold specified types of security clearances. To the extent we are not able to obtain facility security
clearances or engage employees with the required security clearances for a particular contract, we may not be able to bid on or
win new contracts, or effectively re-bid on expiring contracts.

Covenants in the instruments governing our revolving credit facility may restrict our financial and operating flexibility.

We maintain a credit agreement with a syndicate of lenders led by Bank of America, N.A., as administrative agent. The credit
agreement provides for a $500 million revolving credit facility. The maturity date for the credit agreement is June 13, 2019. The
credit agreement requires the Company to comply with specified financial covenants, including the maintenance of certain
consolidated total leverage ratios and a certain fixed charge coverage ratio, and contains negative covenants that, among other
things, may limit or impose restriction on the ability of the Company to incur additional indebtedness, make investments, make
acquisitions and undertake certain other actions.

Additionally, any event of default under the Credit Agreement, could have a material adverse effect on our business if the

creditors determine to exercise their rights.

Our overall profit margins on our contracts may decrease and our results of operations could be adversely affected if materials
and subcontract revenues grow at a faster rate than labor-related revenues.

Our revenues are generated both from the efforts of our employees (labor-related revenues) and from the receipt of payments
for the cost of materials and subcontracts we use in connection with performing our services (materials and subcontract revenues).
Generally, our materials and subcontract revenues have lower profit margins than our labor-related revenues. If our materials and
subcontract revenues grow at a faster rate than labor-related revenues, our overall profit margins may decrease and our profitability
could be adversely affected.

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

Our business involves providing services that require some of our employees to operate in countries that may be experiencing
political unrest, war or terrorism. As a result, during the course of such deployments we are exposed to liabilities arising from
accidents or incidents involving our employees or third parties. Any of these types of accidents or incidents could involve significant
potential injury or other claims by employees and/or third parties. It is also possible that we will encounter unexpected costs in
connection with additional risks inherent in sending our employees to dangerous locations, such as increased insurance costs, as
well as the repatriation of our employees or executives for reasons beyond our control.

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

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

Our employees or subcontractors may engage in misconduct or other improper activities, which could cause us to lose customers
or affect our ability to contract with the U.S. government.

Because we are a government contractor, should an employee or subcontractor commit fraud or should other misconduct
occur, such occurrences could have an adverse impact on our business and reputation. Misconduct by employees, subcontractors
or joint venture partners could involve intentional failures to comply with federal laws including: U.S. government procurement
regulations; requirements for handling of sensitive or classified information; the terms of our contracts; or proper time-keeping
practices. These actions could lead to civil, criminal and/or administrative penalties (including fines, imprisonment, suspension
and/or debarment from performing U.S. government contracts) and harm our reputation. The precautions we take to prevent and
detect such activity may not be effective in controlling unknown or unmanaged risks or losses.

We face risks associated with our international business.

Our business operations are subject to a variety of risks associated with conducting business internationally, including:

• Changes in or interpretations of foreign laws or policies that may adversely affect the performance of our services;

•

Political instability in foreign countries;

Imposition of inconsistent laws or regulations;

• Conducting business in places where laws, business practices and customs are unfamiliar or unknown;

•

Imposition of limitations on or increase of withholding and other taxes on payments by foreign subsidiaries or joint
ventures; and

• Compliance with a variety of U.S. laws, including the Foreign Corrupt Practices Act and U.S. export control

regulations, by us or subcontractors.

Although such risks have not significantly impacted our business to date, we do not know the impact that these regulatory,

geopolitical and other factors could have on our business in the future.

Risks Related to Our Stock

Our quarterly operating results may fluctuate.

Our quarterly revenues and operating results may fluctuate as a result of a number of factors, many of which are outside of
our control. For these reasons, comparing our operating results on a period-to-period basis may be of limited significance in some
cases, and as such, you should not rely on our past results as an indication of our future performance. While our financial results
may be negatively affected by any of the risk factors identified in this section of our Form 10-K, a number of factors could cause
our revenues, cash flows and operating results to vary from quarter-to-quarter, including:

• Timing of award or performance incentive fee notices;

•

Fluctuations in revenues earned on fixed-price contracts and contracts with a performance-based fee structure;

• Commencement, completion or termination of contracts during any particular quarter;

• Reallocation of funds to customers due to priority;

• Timing of significant bid and proposal costs;

• Variable purchasing patterns under government contracts, blanket purchase agreements and ID/IQ contracts;

•

Seasonal or quarterly fluctuations in our workdays and staff utilization rates;

Strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

• Changes in Presidential administrations and senior U.S. government officials that affect the timing of technology

procurement;

• Changes in U.S. government policy or budgetary measures that adversely affect government contracts in general;

and

• Changes in the volume of purchase requests from customers for equipment and materials.

Because a relatively large amount of our expenses are fixed, cash flows from our operations may vary significantly as a result
of changes in the volume of services provided under existing contracts and the number of contracts that are commenced, completed
or terminated during any quarter. We incur significant operating expenses during the start-up and early stages of large contracts
and typically we do not receive corresponding payments in that same quarter. We may also incur significant or unanticipated
expenses when a contract expires, terminates or is not renewed.

We may change our dividend policy in the future.

The Company has maintained a regular cash dividend program since 2011. We anticipate paying quarterly dividends for 2015
pursuant to such program. However, any future payment of dividends, including the timing and amount of any such dividends,
will be at the discretion of our Board of Directors and will depend upon our earnings, liquidity, financial condition and such other
factors as our Board of Directors considers relevant. A change in our dividend policy could have an adverse effect on the market
price of our common stock.

Mr. Pedersen, our Chairman and Chief Executive Officer, effectively controls our Company, and his interests may not be
aligned with those of other stockholders.

As of December 31, 2014, Mr. Pedersen owned approximately 35% of our total outstanding shares of common stock. Holders
of our Class B common stock are entitled to ten votes per share, while holders of our Class A common stock are entitled to only
one vote per share. Mr. Pedersen beneficially owned 13,192,845 shares of Class B common stock as of December 31, 2014, thus
he controlled approximately 85% of the combined voting power of our stock as of December 31, 2014. Accordingly, Mr. Pedersen
controls the vote on all matters submitted to a vote of our stockholders. As long as Mr. Pedersen beneficially owns a majority of
the combined voting power of our common stock, he will have the ability, without the consent of our public stockholders, to elect
all members of our Board of Directors and to control our management and affairs.

Mr. Pedersen's voting control may have the effect of preventing or discouraging transactions involving an actual or a potential
change of control of the Company, regardless of whether a premium is offered over then-current market prices. Mr. Pedersen will
be able to cause a change of control of the Company. Mr. Pedersen's voting control could adversely affect the trading price of our
common stock if investors perceive disadvantages in owning stock in a company with such concentrated ownership.

Mr. Pedersen could also cause a registration statement to be filed and to become effective under the Securities Act of 1933,
thereby permitting him to freely sell or transfer the shares of common stock that he owns, which could have an impact on the
trading price of our stock.

Provisions in our charter documents and Delaware law may inhibit potential acquisition bids that you and other stockholders
may consider favorable, and the market price of our Class A common stock may be lower as a result.

There are provisions in our certificate of incorporation and bylaws that make it more difficult for a third party to acquire, or
attempt to acquire, control of our Company, even if a change of control were considered favorable by you and other stockholders.
Among the provisions that could have an anti-takeover effect, are provisions relating to the following:

• The high vote nature of our Class B common stock;

• The ability of the Board of Directors to issue preferred stock;

• The inability of stockholders to take action by written consent; and

• The advance notice requirements for director nominations or other proposals submitted by our stockholders.

Item 1B.

Unresolved SEC Staff Comments

We have not received any written comments from the SEC staff regarding our periodic or current reports under the Exchange

Act that remain unresolved.

Item 2.

Properties

We lease our facilities, including offices, warehouses and labs, and we do not own any facilities or real estate materially
important to our operations. Our facilities are leased in close proximity to our customers. As of December 31, 2014, we leased
36 facilities throughout the metropolitan Washington, D.C. area and 29 facilities in other parts of the United States, for approximately
1.4 million square feet. We also have employees working at customer sites throughout the United States and in other countries.
Our leases expire between 2015 and 2022.

We believe our current facilities are adequate to meet our current needs. We do not anticipate any significant difficulty in

renewing our leases or finding alternative space to lease upon the expiration of our leases and to support our future growth.

Item 3.

Legal Proceedings

We are subject to certain legal proceedings, government audits, investigations, claims and disputes that arise in the ordinary
course of our business. Like most large government defense contractors, our contract costs are audited and reviewed on a continual
basis by an in-house staff of auditors from the DCAA. In addition to these routine audits, we are subject from time-to-time to
audits and investigations by other agencies of the U.S. government. These audits and investigations are conducted to determine
if our performance and administration of our government contracts are compliant with contractual requirements and applicable
federal statutes and regulations. An audit or investigation may result in a finding that our performance, systems and administration
is compliant or, alternatively, may result in the government initiating proceedings against us or our employees, including
administrative proceedings seeking repayment of monies, suspension and/or debarment from doing business with the U.S.
government or a particular agency or civil or criminal proceedings seeking penalties and/or fines. Audits and investigations
conducted by the U.S. government frequently span several years.

Although we cannot predict the outcome of these and other legal proceedings, investigations, claims and disputes, based on
the information now available to us, we do not believe the ultimate resolution of these matters, either individually or in the aggregate,
will have a material adverse effect on our business, prospects, financial condition or operating results.

Item 4.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A common stock has been quoted on the Nasdaq Stock Market under the symbol “MANT” since our initial public
offering on February 7, 2002. The following table sets forth, for the periods indicated, the high and low prices of our shares of
common stock, as reported on the Nasdaq Stock Market.

2014

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

2013

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

High

$31.10

$31.32

$30.10

$31.06

High

$27.54

$28.25

$30.21

$30.45

Low

$27.43

$27.78

$26.36

$26.09

Low

$23.20

$23.89

$25.53

$27.06

There is no established public market for our Class B common stock.

As of February 18, 2015, there were 60 holders of record of our Class A common stock and 3 holders of record of our Class
B common stock. The number of holders of record of our Class A common stock is not representative of the number of beneficial
holders because many of the shares are held by depositories, brokers or nominees.

Dividend Policy

During fiscal years 2014 and 2013, we declared and paid quarterly dividends, each in the amount of $0.21 per share, on all
issued and outstanding shares of common stock. For 2015, we anticipate we will continue paying quarterly dividends, however
any future dividends declared will be at the discretion of our Board of Directors and will depend, among other factors, upon our
results of operations, financial condition and cash requirements, as well as such other factors our Board of Directors deems relevant.

Recent Sales of Unregistered Securities

We did not issue or sell any securities in fiscal year 2014 that were not registered under the Securities Act of 1933.

Equity Compensation Plan Information

Information regarding our equity compensation plans and the securities authorized for issuance thereunder is incorporated
by reference in Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Purchase of Equity Securities

The Company did not purchase equity securities during the year ended December 31, 2014.

Performance Graph

The stock performance graph compares the cumulative total shareholder return of ManTech common stock to the Nasdaq
Stock Market (U.S.) Index, Standard & Poor's MidCap 400 Index, Russell 2000 Index and North American Tech Services Index.
The period measured is December 31, 2009 to December 31, 2014. The graph assumes an investment of $100 in ManTech common
stock and each of the indices with reinvestment of all dividends.

Item 6.

Selected Financial Data

The selected financial data presented for each of the five years ended December 31, 2014 is derived from our audited
consolidated financial statements. The selected financial data presented should be read in conjunction with our consolidated
financial statements, the notes to our consolidated financial statements and Item 7 “Management's Discussion and Analysis of
Financial Condition and Results of Operations.”

Statement of Income and Loss Data:
Revenues

Operating income

Net income (loss)

Basic earnings (loss) per share (Class A and B)

Diluted earnings (loss) per share (Class A and B)
Dividend per share

Balance Sheet Data:

Working capital

Goodwill (3)

Total assets

Long-term debt

2014 (1)

2013 (2)

Year Ended
December 31,
2012

2011

2010

(in thousands, except per share amounts)

$ 1,773,981

$ 2,310,072

$ 2,582,295

$ 2,869,982

$ 2,604,038

$
$

94,816

47,294

1.27

1.27
0.84

195,491

851,640

$
$

$
22,243
(6,149) $
(0.17) $
(0.17) $
$
0.84

170,988

95,019

2.57

2.57
0.84

453,560

752,867

357,909

861,912

$
$

227,354

133,306

3.64

3.63
0.84

300,366

808,455

$
$

215,140

125,096

3.45

3.43
—

282,496

729,558

$ 1,487,402

$ 1,723,402

$ 1,841,909

$ 1,760,206

$ 1,590,477

— $

200,000

(1) On April 15, 2014, we paid the redemption price plus accrued and unpaid interest on our 7.25% senior unsecured notes
issued on April 13, 2010 for $200.0 million. As a result of the redemption of our 7.25% senior unsecured notes, we recorded
a loss on the extinguishment of debt for $10.1 million as non-operating income. For additional information on the redemption
of our 7.25% senior unsecured notes, see Note 8 to our consolidated financial statements in Item 8.

(2) We recorded a non-cash goodwill impairment charge of $118.4 million. For additional information on the non-cash
goodwill impairment charge, see Note 7 to our consolidated financial statements in Item 8.

(3) Over the past five years, we completed 10 acquisitions. In aggregate, these acquisitions have added $482.5 million in
goodwill. For additional information on our recent acquisitions, see Note 3 to our consolidated financial statements in Item 8.

Item 7.

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

The following discussion of our financial condition and results of operations should be read together with the consolidated
financial statements and the notes to those statements included in Item 8 “Financial Statements and Supplemental Data.” This
discussion contains forward-looking statements that involve risks and uncertainties. For a description of these forward-looking
statements, refer to Part I “Forward-Looking Statements.” A description of factors that could cause actual results to differ materially
from the results we anticipate include, but are not limited to, those discussed in Item 1A “Risk Factors,” as well as discussed
elsewhere in this Annual Report.

Overview

ManTech is a leading provider of innovative technologies and solutions for mission-critical national security programs for
the intelligence community; the departments of Defense, State, Homeland Security, Health and Human Services, Veteran Affairs
and Justice, including the Federal Bureau of Investigation (FBI); the space communities; and other U.S. government customers.

We derive revenues primarily from contracts with U.S. government agencies that are focused on national security and
consequently our operational results are affected by U.S. government spending levels in the areas of defense, intelligence and
homeland security. Over the past two years, financial performance in our industry has been adversely impacted by public and
political pressure regarding government funding levels, uncertainty about the appropriations process and delays in contract awards
and spending. In addition, as U.S. forces have withdrawn from Afghanistan, revenues from our contracts in support of Overseas

Contingency Operations (OCO) have substantially declined. The delays in contract awards in 2013 and 2014 have had continued
impacts on our performance. While we expect an overall reduction in OCO work in 2015 as compared to 2014, we do expect the
levels of work that exist as we are exiting 2014 to remain relatively stable through 2015. Despite uncertainties over the past two
years, we believe we are well positioned to meet our customers' needs and grow our business as we move beyond 2014.

Revenues

Substantially all of our revenues are derived from services and solutions provided to the U.S. government or to prime contractors
supporting the U.S. government, including services provided by our employees, our subcontractors and through solutions that
include third-party hardware and software that we purchase and integrate as a part of our overall solutions. These requirements
may vary from period-to-period depending on specific contract and customer requirements. The following table shows revenues
from each type of customer as a percentage of total revenues for the periods presented.

Department of Defense and intelligence agencies

Federal civilian agencies

State agencies, international agencies and commercial entities

Total

Year Ended
December 31,
2013

95.6%

3.4%

1.0%

100.0%

2014

92.2%

6.7%

1.1%

100.0%

2012

95.4%

3.8%

0.8%

100.0%

Our prime contractor revenues as a percentage of our total revenues are 89%, 91% and 90% for the years ended December 31,

2014, 2013 and 2012, respectively.

We provide our services and solutions under three types of contracts: cost-reimbursable; time-and-materials; and fixed-price.

Cost-reimbursable contracts-Under cost-reimbursable contracts, we are reimbursed for costs that are determined to be
reasonable, allowable and allocable to the contract and paid a fee representing the profit margin negotiated between us and the
contracting agency, which may be fixed or performance based. Under cost-reimbursable contracts we recognize revenues and an
estimate of applicable fees earned as costs are incurred. We consider fixed fees under cost-reimbursable contracts to be earned
in proportion to the allowable costs incurred in performance of the contract. For performance based fees under cost-reimbursable
contracts, we recognize the relevant portion of the expected fee to be awarded by the customer at the time such fee can be reasonably
estimated, based on factors such as our prior award experience and communications with the customer regarding performance, or
upon customer approval.

Fixed-price contracts-Under fixed-price contracts, we perform specific tasks for a fixed price. Fixed-price contracts may
include either a product delivery or specific service performance over a defined period. Revenues on fixed-price contracts that
provide for the Company to render services throughout a period are recognized as earned according to contract terms as the service
is provided on a proportionate performance basis. For fixed-price contracts that provide for the delivery of a specific product with
related customer acceptance provisions, revenues are recognized as those products are delivered and accepted.

Time-and-materials contracts-Under time-and-materials contracts, we are reimbursed for labor at fixed hourly rates and
generally reimbursed separately for allowable materials, costs and expenses at cost. We recognize revenues under time-and-
materials contracts by multiplying the number of direct labor hours expended by the contract billing rates and adding the effect
of other billable direct costs.

Our contract mix varies from year-to-year due to numerous factors, including our business strategies and U.S. government
procurement objectives. The following table shows revenues from each of these types of contracts as a percentage of total revenues
for the periods presented.

Cost-reimbursable

Fixed-price

Time-and-materials

Total

Year Ended
December 31,

2014

2013

2012

68.9%

21.1%

10.0%

100.0%

72.3%

16.8%

10.9%

100.0%

51.0%

16.2%

32.8%

100.0%

Under cost-reimbursable contracts, there is limited financial risk, because we are reimbursed for all allowable direct and
indirect costs. However, profit margins on this type of contract tend to be lower than on time-and-materials and fixed-price
contracts, and as a result of the shift in our contract mix, our profits have been impacted.

Cost of Services

Cost of services primarily includes direct costs incurred to provide our services and solutions to customers. The most significant
portion of these costs are direct labor costs, including salaries and wages, plus associated fringe benefits of our employees directly
serving customers, in addition to the related management, facilities and infrastructure costs. Cost of services also includes other
direct costs, such as the costs of subcontractors and outside consultants and third-party materials, including hardware or software
that we purchase and provide to the customer as part of an integrated solution.

Changes in the mix of services and equipment provided under our contracts can result in variability in our contract margins.
Since we earn higher profits on our own labor services, we expect the ratio of cost of services as a percent of revenues to decline
when our labor services mix increases relative to subcontracted labor or third-party materials. Conversely, as subcontracted labor
or third-party material purchases for customers increase relative to our own labor services, we expect the ratio of cost of services
as a percent of revenues to increase.

The proportion that costs of services bears to revenues varies in part based on our mix of revenues by contract type. In general,
cost-reimbursable contracts are the least profitable of our government contracts but offer the lowest risk of loss. Under time-and-
materials contracts, to the extent that our actual labor costs are higher or lower than the billing rates under the contract, our profit
under the contract may either be greater or less than we anticipated or we may suffer a loss under the contract. In general, we
realize a higher profit margin on work performed under time-and-materials contracts than cost-reimbursable contracts. Fixed-
price contracts generally offer higher profit margin opportunities but involve great financial risk because we bear the impact of
cost overruns in return for the full benefit of any cost savings.

General and Administrative Expenses

General and administrative expenses include the salaries and wages, plus associated fringe benefits of our employees not
performing work directly for customers, and associated facilities costs. Among the functions covered by these costs are corporate
business development, bid and proposal, contracts administration, finance and accounting, legal, corporate governance and
executive and senior management. In addition, we included stock-based compensation, as well as depreciation and amortization
expenses related to the general and administrative function. Depreciation and amortization expenses include the depreciation of
computers, furniture and other equipment, the amortization of third party software we use internally, leasehold improvements and
intangible assets. Intangible assets include customer relationships and contract backlogs acquired in business combinations, and
are amortized over their estimated useful lives.

We classify indirect costs incurred as cost of services and general and administrative expenses in the same manner as such
costs are defined in our disclosure statements under U.S. Government Cost Accounting Standards. Effective January 1, 2014, we
updated our disclosure statements with the Defense Contract Management Agency, resulting in certain costs being classified
differently either as cost of services or as general and administrative expenses on a prospective basis. This change has caused a
net increase in the reported cost of services and a net decrease in reported general and administrative expenses in 2014 as compared
to 2013 and 2012; however, total operating costs were not affected by this change.

Interest Expense

Interest expense is primarily related to interest expense incurred or accrued under our outstanding borrowings on our debt

and deferred financing charges.

Interest Income

Interest income is primarily from cash on hand and late invoice payments by the government.

Results of Operations

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Consolidated Statements of Income and Loss

The following table sets forth certain items from our consolidated statements of income and loss and the relative percentages
that certain items of expense and earnings bear to revenues as well as the year-over-year change from December 31, 2013 to
December 31, 2014.

Year Ended
December 31,

2014

2013

2014

2013

Dollars

Percentages
(dollars in thousands)

Year-to-Year Change
2013 to 2014

Dollars

Percent

REVENUES

Cost of services

$ 1,773,981

$ 2,310,072

1,524,208

1,995,630

100.0%

85.9%

100.0% $

86.4%

(536,091)
(471,422)

(23.2)%

(23.6)%

General and administrative
expenses

Goodwill impairment
OPERATING INCOME

Loss on extinguishment of debt

Interest expense

Interest income

Other income (expense), net

INCOME FROM OPERATIONS
BEFORE INCOME TAXES AND
EQUITY METHOD
INVESTMENTS

Provision for income taxes
Equity in losses of unconsolidated
subsidiaries
NET INCOME (LOSS)

Revenues

154,957

—

94,816

(10,074)

(5,802)

394

(233)

79,101

(31,525)

(282)

47,294

173,772

118,427

22,243

—
(16,266)
608
(32)

6,553
(11,842)

(860)
(6,149)

8.8%

—%

5.3%

0.6%

0.2%

—%

4.5%

1.8%

—%

2.7%

(18,815)
(118,427)
72,573
(10,074)
10,464
(214)
(201)

(10.8)%

(100.0)%

326.3 %

(100.0)%

64.3 %

(35.2)%

(628.1)%

72,548
(19,683)

1,107.1 %

166.2 %

7.5%

5.1%

1.0%

—%

0.7%

—%

0.3%

0.5%

—%

0.2% $

53,443

578

(67.2)%

869.1 %

The primary driver of our decrease in revenues relates to reduced demand for services supporting Overseas Contingency
Operations (OCO) as a result of the withdrawal of U.S. forces and reduction in military operations in Afghanistan. The reduction
in our OCO related work in 2014 as compared to the same period in 2013 was primarily due to reduced demand on a sustainment
contract for Mine-Resistant Ambush-Protected (MRAP) vehicles and reduced demand for field service support on C4ISR systems.
In addition, we had a surge in equipment deliveries in the first quarter of 2013 on a contract for IT infrastructure modernization
in the intelligence area as well as programs that ended. These reductions were partially offset by revenues from our recent
acquisitions. While we expect an overall reduction in OCO work in 2015 as compared to 2014, we do expect the levels of work
that exist as we are exiting 2014 to remain relatively stable through 2015.

Cost of services

The decrease in cost of services was primarily due to reductions in revenues. As a percentage of revenues, direct labor costs
increased to 43.4% for the year ended December 31, 2014, as compared to 37.9% for the same period in 2013. As a percentage
of revenues, other direct costs, which include subcontractors and third party equipment and materials used in the performance of
our contracts, was 42.5% for the year ended December 31, 2014, compared to 48.5% for the same period in 2013. We expect cost
of services as a percentage of revenues to remain relatively stable in 2015.

General and administrative expenses

The decrease in general and administrative expense was due to cost reduction measures as well as certain costs being classified
as cost of services instead of general and administrative expenses in 2014. We classify indirect costs in a manner consistent with
disclosure statements filed with and approved by the Defense Contract Management Agency. Effective January 1, 2014, updates
to our disclosure statements resulted in changes to the presentation of certain costs. Changes such as these do not impact the
overall expense incurred or operating income and are presented prospectively. The reclassification of expenses and cost reductions
were partially offset by increased bid and proposal spending in pursuit of larger contract opportunities and research and development
expenditures to enhance technologies around our offerings. As a percentage of revenues, general and administrative expenses
increased for the year ended December 31, 2014 when compared to the same period in 2013. We expect general and administrative
expenses as a percentage of revenues to remain relatively stable or decrease slightly in 2015.

Goodwill impairment

During the fourth quarter of 2013, multiple events and circumstances indicated a significant reduction in the operating
performance outlook of one of our reporting units. These events included being awarded fewer contracts than anticipated on
several competitive opportunities, changing mission priorities of the U.S. government in relation to certain of our C4ISR contracts
and OCO-related work (primarily on maintenance and sustainment of MRAP vehicles), continued delays in our customers'
procurement cycle due, in part, to the U.S. government shutdown, and continued margin pressure on some of our contracts. The
culmination of these events led us to conduct an interim impairment analysis on the impacted reporting unit. As a result of this
analysis, we recorded a non-cash impairment charge of $118.4 million for the period ending December 31, 2013. For additional
information, see Note 7 to our consolidated financial statements in Item 8.

Loss on extinguishment of debt

On April 15, 2014, we paid the redemption price plus accrued and unpaid interest on our 7.25% senior unsecured notes. The
7.25% senior unsecured notes were redeemed at a redemption price of 103.625% of the principal amount of the outstanding 7.25%
senior unsecured notes, or $207.3 million. As a result of the redemption of our 7.25% senior unsecured notes, we recorded a loss
on the extinguishment of debt for $10.1 million for the year ended December 31, 2014.

Interest expense

The decrease in interest expense was primarily due to the redemption of the 7.25% senior unsecured notes on April 15, 2014.

We expect minimal interest expense in 2015 due to the redemption of 7.25% senior unsecured notes in 2014.

Provision for income taxes

Our effective tax rate is affected by recurring items, such as tax rates and the relative amount of income we earn in various
taxing jurisdictions. It is also affected by discrete items that may occur in any given year, but are not consistent from year-to-year.
Our effective income tax rates were 40.0% and 208.0% for the years ended December 31, 2014 and 2013, respectively. The
decrease in the effective tax rate is due to the non-deductible portion of the non-cash goodwill impairment charge in 2013. Absent
the effects of the goodwill impairment charge in 2013, our effective tax rate has increased. This increase is largely driven by a
reduction of work performed outside the U.S. which is increasing the proportion of our income apportioned to state jurisdictions.
In addition, 2013 contained a one time tax basis deduction on an investment. In 2015, we expect our effective tax rate to remain
relatively consistent.

Equity in losses of unconsolidated subsidiaries

Equity in losses of unconsolidated subsidiaries represents earnings or losses from joint ventures that we account for under
the equity method. The losses are primarily due to bid and proposal expenditures of our Fluor-ManTech Logistics Solutions, LLC
joint venture. For additional information, see Note 14 to our consolidated financial statements in Item 8.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Consolidated Statements of Income and Loss

The following table sets forth certain items from our consolidated statements of income and the relative percentages that
certain items of expense and earnings bear to revenues as well as the year-over-year change from December 31, 2012 to
December 31, 2013.

Year Ended
December 31,
2012

2013

2012

2013

Dollars

Percentages

(dollars in thousands)

REVENUES

Cost of services

$ 2,310,072

$ 2,582,295

1,995,630

2,213,894

100.0%

86.4%

100.0% $

85.7%

General and administrative expenses

Goodwill impairment
OPERATING INCOME

Interest expense

Interest income

Other income (expense), net

INCOME FROM OPERATIONS
BEFORE INCOME TAXES AND
EQUITY METHOD
INVESTMENTS

Provision for income taxes

Equity in losses of unconsolidated
subsidiaries
NET INCOME (LOSS)

Revenues

173,772

118,427

22,243

(16,266)

608

(32)

197,413

—

170,988
(16,304)
344
(74)

6,553

(11,842)

154,954
(59,935)

(860)

—

(6,149) $

95,019

7.5%

5.1%

1.0%

0.7%

—%

0.3%

0.5%

—%

0.2%

Year-to-Year Change
2012 to 2013

Dollars

Percent

(272,223)
(218,264)
(23,641)
118,427
(148,745)
38

264

(10.5)%

(9.9)%

(12.0)%

100.0 %

(87.0)%

(0.2)%

76.7 %

(56.8)%

7.7%

—%

6.6%

0.6%

—%

6.0%

2.3%

(148,401)
48,093

(95.8)%

(80.2)%

—%

3.7% $

(860)
(101,168)

(100.0)%

(106.5)%

The primary driver of our decrease in revenues relates to reduced demand for services supporting Overseas Contingency
Operations (OCO) as a result of the accelerated withdrawal of U.S. forces and reduction in military operations in Afghanistan.
The reduction in our OCO related work in 2013 was primarily due to reduced demand on a sustainment contract for Mine-Resistant
Ambush-Protected (MRAP) vehicles and reduced demand for field service support on C4ISR systems. These reductions were
partially offset by revenue provided from contracts in the intelligence area, including contracts for IT infrastructure modernization
and from growth and healthcare IT programs.

Cost of services

The decrease in cost of services was primarily due to reductions in revenues. As a percentage of revenues, direct labor costs
increased to 37.9% for the year ended December 31, 2013, as compared to 36.1% for the same period in 2012. As a percentage
of revenues, other direct costs, which include subcontractors and third party equipment and materials used in the performance of
our contracts, was 48.5% for the year ended December 31, 2013, compared to 49.6% for the same period in 2012.

General and administrative expenses

The decrease in general and administrative expenses was due to cost reduction initiatives, including reductions in indirect
support staff and lower stock based compensation expense. As a percentage of revenues, general and administrative expenses
were slightly lower for the year ended December 31, 2013 when compared to the same period in 2012.

Goodwill impairment

Due to a significant reduction in the performance outlook of one of our reporting units during 2013, we recorded a non-cash
goodwill impairment charge of $118.4 million during 2013. For additional information, see Note 7 to our consolidated financial
statements in Item 8.

Provision for income taxes

Equity in losses of unconsolidated subsidiaries

We account for our investment in the Fluor-ManTech Logistics Solutions, LLC under the equity method of accounting, which

resulted in $(0.9) million and $0 in equity method losses for the years ended December 31, 2013 and 2012, respectively.

Net income (loss)

The decrease in net income (loss) was due to a non-cash goodwill impairment charge, a reduction in revenues and margin

pressure due to a shift to cost-reimbursable contract awards as well as the competitive market place.

Backlog

For the years ended December 31, 2014, 2013 and 2012 our backlog was $3.3 billion, $3.9 billion and $6.5 billion, respectively,
of which $0.8 billion, $1.1 billion and $1.8 billion, respectively, was funded backlog. The decrease in our backlog is primarily
due to reduced demand on OCO contracts resulting from the accelerated withdrawal from Afghanistan. Backlog represents
estimates that we calculate on a consistent basis. For additional information on how we compute backlog, see “Backlog” in Item
1 “Business.”

Liquidity and Capital Resources

Historically, our primary liquidity needs have been the financing of acquisitions, working capital, payment under our cash
dividend program and capital expenditures. Our primary sources of liquidity are cash provided by operations and our revolving
credit facility.

On December 31, 2014, our cash and cash equivalents balance was $23.8 million. There were no outstanding borrowings
under our revolving credit facility at December 31, 2014. At December 31, 2014, we were contingently liable under letters of
credit totaling $0.8 million, which reduces our ability to borrow under our revolving credit facility by that amount. The maximum
available borrowings under our revolving credit facility at December 31, 2014 were $499.2 million. On April 15, 2014, we paid
the redemption price plus accrued and unpaid interest on our 7.25% senior unsecured notes. The 7.25% senior unsecured notes
were redeemed at a redemption price of 103.625% of the principal amount of the outstanding 7.25% senior unsecured notes, or
$207.3 million.

Generally, cash provided by operating activities is adequate to fund our operations, including payments under our regular
cash dividend program. Due to fluctuations in our cash flows and level of operations, it may become necessary from time-to-time
to increase borrowings under our revolving credit facility to meet cash demands.

Cash Flows from Operating Activities

Our operating cash flow is primarily affected by our ability to invoice and collect from our clients in a timely manner, our
ability to manage our vendor payments and the overall profitability of our contracts. We bill most of our customers monthly after
services are rendered. Our accounts receivable days sales outstanding (DSO) were 83 and 84 for the years ended December 31,
2014 and 2013, respectively. For the years ended December 31, 2014, 2013 and 2012, our net cash flows from operating activities
were $126.9 million, $188.3 million and $126.3 million, respectively. The decrease in net cash flows from operating activities
during the year ended December 31, 2014 when compared to the same period in 2013 was primarily due to lower amounts of
income, excluding the effects of the 2013 non-cash goodwill impairment charge, and a lower volume of sales in 2014. The increase
in net cash flows from operating activities during the year ended December 31, 2013 compared to the same period in 2012 was
primarily due to the collection of accounts receivable and the timing of payments to our vendors and employees.

Cash Flows from Investing Activities

Our cash flow from investing activities consists primarily of business combinations, purchases of property and equipment
and investments in capitalized software for internal use. For the years ended December 31, 2014, 2013 and 2012 our net cash
outflows from investing activities were $135.9 million, $24.8 million and $76.0 million, respectively. For the year ended
December 31, 2014, our net cash outflows from investing activities were primarily due to the acquisitions of 7Delta Inc. and Allied
Technology Group, Inc. and capital expenditures. For the year ended December 31, 2013, our net cash outflows from investing
activities were due to the acquisition of ALTA Systems, Inc. and capital expenditures. For the year ended December 31, 2012,
our net cash outflows from investing activities were due to the acquisition of HBGary, Inc. and Evolvent Technologies, Inc. and
capital expenditures.

Cash Flows from Financing Activities

For the years ended December 31, 2014, 2013 and 2012, our net cash outflows from financing activities were $236.3 million,
$29.4 million and $29.8 million, respectively. For the year ended December 31, 2014, our net cash outflows from financing
activities were due to the repayment of our senior unsecured notes and dividends paid. For the years ended December 31, 2013
and 2012, our net cash outflows from financing activities resulted primarily from dividends paid.

Revolving Credit Facility

We maintain a credit agreement with a syndicate of lenders led by Bank of America, N.A., as sole administrative agent. The
credit agreement provides for a $500 million revolving credit facility, with a $25 million letter of credit sublimit and a $30 million
swing line loan sublimit. The credit agreement also includes an accordion feature that permits the Company to arrange with the
lenders for the provision of additional commitments. On June 13, 2014, we amended and restated the credit agreement, and
extended the maturity date to June 13, 2019. We deferred $3.4 million in debt issuance costs, cumulatively over the agreements,
which are amortized over the term of the amended and restated credit agreement.

Borrowings under our credit agreement are collateralized by substantially all the assets of ManTech and its Material Subsidiaries
(as defined in the credit agreement) and bear interest at one of the following variable rates as selected by the Company at the time
of borrowing: a London Interbank Offer Rate (LIBOR) based rate plus market spreads (1.25% to 2.25% based on our consolidated
total leverage ratio) or Bank of America's base rate plus market spreads (0.25% to 1.25% based on our consolidated total leverage
ratio).

The terms of the credit agreement permit prepayment and termination of the loan commitments at any time, subject to certain
conditions. The credit agreement requires the Company to comply with specified financial covenants, including the maintenance
of certain consolidated leverage ratios and a certain consolidated coverage ratio. The credit agreement also contains various
covenants, including affirmative covenants with respect to certain reporting requirements and maintaining certain business
activities, and negative covenants that, among other things, may limit or impose restrictions on our ability to incur liens, incur
additional indebtedness, make investments, make acquisitions and undertake certain other actions. As of, and during, December 31,
2014 and 2013, we were in compliance with our financial covenants under the credit agreement.

There were no outstanding balances on our revolving credit facility at December 31, 2014 and 2013.

7.25% Senior Unsecured Notes

On April 15, 2014, we paid the redemption price plus accrued and unpaid interest on our 7.25% senior unsecured notes issued
on April 13, 2010 for $200.0 million, which were registered under the Securities Act of 1933. The 7.25% senior unsecured notes
were redeemed at a redemption price of 103.625% of the principal amount of the outstanding 7.25% senior unsecured notes, or
$207.3 million. As a result of the redemption of our 7.25% senior unsecured notes, we recorded a loss on the extinguishment of
debt for $10.1 million as non-operating income on our consolidated statement of income during the year ended December 31,
2014.

Capital Resources

We believe the capital resources available to us from cash on hand of $23.8 million at December 31, 2014, our $500 million
capacity under our revolving credit facility and cash from our operations are adequate to fund our anticipated cash requirements
for at least the next year, including payments under our regular cash dividend program. We anticipate financing our external
growth from acquisitions and our longer-term internal growth through one or more of the following sources: cash from operations;
use of our revolving credit facility; and additional borrowings of debt or issuance of equity.

Short-Term Borrowings

From time-to-time, we borrow funds against our revolving credit facility for working capital requirements and funding of
operations, as well as acquisitions. Borrowings bear interest at one of the following variable rates as selected by the Company at
the time of borrowing: a London Interbank Offer Rate (LIBOR) based rate plus market spreads (1.25% to 2.25% based on our
consolidated total leverage ratio) or Bank of America's base rate plus market spreads (0.25% to 1.25% based on our consolidated
total leverage ratio). In the next year we may use, as needed, our revolving credit facility or additional sources of borrowings in
order to fund our anticipated cash requirements.

Cash Management

To the extent possible, we invest our available cash in short-term, investment grade securities in accordance with our investment
policy. Under our investment policy, we manage our investments in accordance with the priorities of maintaining the safety of
our principal, maintaining the liquidity of our investments, maximizing the yield on our investments and investing our cash to the
fullest extent possible. Our investment policy provides that no investment security can have a final maturity that exceeds six
months and that the weighted average maturity of the portfolio cannot exceed 60 days. Cash and cash equivalents include cash
on hand, amounts due from banks and short-term investments with maturity dates of three months or less at the date of purchase.

Dividend

During the years ended December 31, 2014 and 2013, we declared and paid quarterly dividends in the amount of $0.21 per
share on both classes of common stock. While we expect to continue the regular cash dividend program, any future dividends
declared will be at the discretion of our Board of Directors and will depend, among other factors, upon our results of operations,
financial condition and cash requirements, as well as such other factors our Board or Directors deems relevant.

Off-Balance Sheet Arrangements

In the ordinary course of business, we use letters of credit issued to satisfy certain contractual terms with our customers. As
of December 31, 2014, $0.8 million in letters of credit were issued but undrawn. As of December 31, 2014, we had no other
significant off-balance sheet arrangements other than operating leases. For a description of our operating leases, see Note 9 to
our consolidated financial statements in item 8.

Critical Accounting Estimates and Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially
result in materially different results under different assumptions and conditions. Application of these policies is particularly
important to the portrayal of our financial condition and results of operations. The discussion and analysis of our financial condition
and results of operations are based on our consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements
requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses.
Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies,
including the critical policies listed below, are more fully described in the notes to our consolidated financial statements included
in this report.

Revenue Recognition and Cost Estimation

We recognize revenues when persuasive evidence of an arrangement exists, services have been rendered, the contract price
is fixed or determinable and collectability is reasonably assured. We have a standard internal process that we use to determine
whether all required criteria for revenue recognition have been met.

Our revenues consist primarily of services provided by our employees and the pass through of costs for materials and subcontract
efforts under contracts with our customers. Cost of services consists primarily of compensation expenses for program personnel,
the fringe benefits associated with this compensation and other direct expenses incurred to complete programs, including cost of
materials and subcontract efforts.

We derive the majority of our revenues from cost-plus-fixed-fee, cost-plus-award-fee, firm-fixed-price or time-and-materials
contracts. Revenues for cost-reimbursable contracts are recorded as reimbursable costs are incurred, including an estimated share
of the applicable contractual fees earned. For performance-based fees under cost-reimbursable contracts, we recognize the relevant
portion of the expected fee to be awarded by the customer at the time such fee can be reasonably estimated, based on factors such
as our prior award experience and communications with the customer regarding performance, or upon approval by the customer.
For time-and-materials contracts, revenues are recognized to the extent of billable rates times hours delivered plus materials and
other reimbursable costs incurred. For long-term fixed-price production contracts, revenues are recognized at a rate per unit as
the units are delivered or by other methods to measure services provided. Revenues from other long-term fixed-price contracts
are recognized ratably over the contract period or by other appropriate methods to measure services provided. Contract costs are
expensed as incurred except for certain limited long-term contracts noted below. For long-term contracts, specifically described
in the scope section of ASC 605-35, we apply the percentage of completion method. Under the percentage of completion method,
income is recognized at a consistent profit margin over the period of performance based on estimated profit margins at completion
of the contract. This method of accounting requires estimating the total revenues and total contract cost at completion of the
contract. During the performance of long-term contracts, these estimates are periodically reviewed and revisions are made as
required using the cumulative catch-up method of accounting. The impact on revenues and contract profit as a result of these
revisions is included in the periods in which the revisions are made. This method can result in the deferral of costs or the deferral
of profit on these contracts. Because we assume the risk of performing a fixed-price contract at a set price, the failure to accurately
estimate ultimate costs or to control costs during performance of the work could result, and in some instances has resulted, in
reduced profits or losses for such contracts. Both the individual changes in contract estimates and aggregate net changes in contract
estimates recognized using the cumulative catch-up method of accounting were not material to the consolidated statement of
operations for all periods presented. Estimated losses on contracts at completion are recognized when identified. In certain
circumstances, revenues are recognized when contract amendments have not been finalized.

Accounting for Business Combinations, Goodwill and Other Intangible Assets

The purchase price of an acquired business is allocated to the tangible assets, financial assets and separately recognized
intangible assets acquired less liabilities assumed based upon their respective fair values, with the excess recorded as goodwill.
Such fair value assessments require judgments and estimates that can be affected by contract performance and other factors over
time, which may cause final amounts to differ materially from original estimates.

We review goodwill at least annually for impairment, or whenever events or circumstances indicate that the carrying value
of long-lived assets may not be fully recoverable. We perform this review at the reporting unit level, which is one level below
our one reportable segment. The goodwill impairment test is a two-step process performed at the reporting unit level. The first
step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount (including goodwill). If
the reporting unit's fair value exceeds its carrying value, no further procedures are required. However, if the reporting unit's fair
value is less than its carrying value, an impairment of goodwill may exist, requiring a second step to be performed. Step two of
38

this test measures the amount of the impairment loss, if any. Step two of this test requires the allocation of the reporting unit's fair
value to its assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied
fair value of goodwill as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill
is less than the carrying value, the difference is recorded as a goodwill impairment charge in operations.

The fair values of the reporting units are determined based on a weighting of the income approach, market approach and
market transaction approach. The income approach is a valuation technique in which fair value is based from forecasted future
cash flow discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and
debt capital as of the valuation date. The forecast used in our estimation of fair value was developed by management based on a
contract basis, incorporating adjustments to reflect known contract and market considerations (such as reductions and uncertainty
in government spending, pricing pressure and opportunities). The discount rate utilizes a risk adjusted weighted average cost of
capital. The market approach is a valuation technique in which the fair value is calculated based on market prices realized in an
actual arm's length transaction. The technique consists of undertaking a detailed market analysis of publicly traded companies
that provides a reasonable basis for comparison to the Company. Valuation ratios, which relate market prices to selected financial
statistics derived from comparable companies, are selected and applied to the Company after consideration of adjustments for
financial position, growth, market, profitability and other factors. The market transaction approach is a valuation technique in
which the fair value is calculated based on market prices realized in actual arm's length transactions. The technique consists of
undertaking a detailed market analysis of merged and acquired companies that provided a reasonable basis for comparison to the
Company. Valuation ratios, which relate market prices to selected financial statistics derived from comparable companies, are
selected and applied to the Company after consideration of adjustments for financial position, growth, market, profitability and
other factors. To assess the reasonableness of the calculated reporting unit fair values, we compare the sum of the reporting units'
fair values to the Company's market capitalization (per share stock price times the number of shares outstanding) and calculate an
implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization), and then assess
the reasonableness of our implied control premium.

Historically, we have elected to perform this review as of June 30th of each calendar year. During the fourth quarter of 2014,
we changed the date of our annual goodwill impairment test to October 31st. The change in the annual goodwill impairment
testing date is deemed a change in accounting principle, which we believe to be preferable. The change was made to better align
with our customers' fiscal year, our year end reporting cycle as well as our annual planning and budgeting process, which is a
significant element in the annual goodwill impairment test. This change in accounting principle did not delay, accelerate or avoid
a goodwill impairment charge. The goodwill impairment test was performed on June 30, 2014 and on October 31, 2014 such that
a period greater than 12 months did not elapse between test dates. The change in the annual goodwill impairment testing date was
applied prospectively beginning on October 31, 2014 and had no effect on our consolidated financial statements. This change
was not applied retrospectively as it is impracticable to do so because retrospective application would have required the application
of significant estimates and assumptions without the use of hindsight. The results of our annual goodwill impairment test as of
October 31, 2014 indicated that the estimated fair value of each reporting unit substantially exceeded its respective carrying value.
In addition, management monitors events and circumstances that could result in an impairment. A significant amount of judgment
is involved in determining if an indicator of impairment has occurred between annual testing dates. Events that could cause the
fair value of our long-lived assets to decrease include: changes in our business environment or market conditions; a material change
in our financial outlook, including declines in expected revenue growth rates and operating margins; or a material decline in the
market price for our stock. If any impairment were indicated as a result of a review, we would recognize a loss based on the
amount by which the carrying amount exceeds the estimated fair value.

Due to the many variables inherent in the estimation of a reporting unit's fair value and the relative size of our recorded

goodwill, differences in assumptions may have a material effect on the results of our goodwill impairment analysis.

Accounting Standards Updates

In January 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-01,
Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) - Simplifying Income Statement Presentation by
Eliminating the Concept of Extraordinary Items, which eliminates from GAAP the concept of extraordinary items. The Board
concluded that the amendments in this ASU will not result in a loss of information because although the amendments will eliminate
the requirements in Subtopic 225-20 for reporting entities to consider whether an underlying event or transaction is extraordinary,
the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be
expanded to include items that are both unusual in nature and infrequently occurring. The ASU is effective for annual periods
ending after December 15, 2015, and interim periods thereafter. A reporting entity also may apply the amendments retrospectively
to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from
the beginning of the fiscal year of adoption. The adoption of ASU 2015-01 is not expected to have a material impact on our results
of operations, financial position or cash flows.

On August 27, 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern, which provides
guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements.
The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going
concern within one year of the date of issuance of an entity's financial statements. Further, an entity must provide certain disclosures
if there is substantial doubt about the entity's ability to continue as a going concern. The ASU is effective for annual periods
ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. The adoption of ASU 2014-15 is not
expected to have a material impact on our results of operations, financial position or cash flows.

On May 28, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 supersedes existing
revenue recognition guidance, including Accounting Standards Codification (ASC) No. 605-35, Revenue Recognition -
Construction-Type and Production-Type Contracts. ASU 2014-09 outlines a single set of comprehensive principles for recognizing
revenue under U.S. GAAP. Among other things, it requires companies to identify contractual performance obligations and
determine whether revenue should be recognized at a point in time or over time. These concepts, as well as other aspects of ASU
2014-09, may change the method and/or timing of revenue recognition for certain of our contracts. ASU 2014-09 will be effective
January 1, 2017, and may be applied either retrospectively or through the use of a modified-retrospective method. We are currently
evaluating both methods of adoption as well as the effect ASU 2014-09 will have on our consolidated financial statements.

On April 10, 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant,
and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which
amends the definition of a discontinued operation in ASC 205-20 and requires entities to provide additional disclosures about
discontinued operations as well as disposal transactions that do not meet the discontinued-operations criteria. The ASU is effective
prospectively for all disposals (except disposals classified as held for sale before the adoption date) or components initially as
held for sale in periods beginning on or after December 15, 2014. Early adoption is permitted. The adoption of ASU 2014-08 is
not expected to have a material impact on our results of operations, financial position or cash flows.

Contractual Obligations

Our contractual obligations as of December 31, 2014 are as follows (in thousands):

Payments Due By Period

Contractual Obligations

Operating lease obligations (1)

Other long-term liabilities (2)

Accrued defined benefit obligations (3)

Total

Less than 1
Year

1-3 Years

3-5 Years

More than 5
Years

164,161

28,768

47,373

40,693

12,122

1,293

1,255

136

1,521

262

3,058

247

47,327

6,288

648

177,576

30,159

49,156

43,998

54,263

(1) Excludes approximately $11.1 million of deferred rent liabilities. See Note 9 to our consolidated financial statements in Item
8 for additional information regarding operating leases.

(2) Includes approximately $11.1 million of deferred rent liabilities as well as gross unrecognized tax benefits of $0.8 million.
See Note 9 to our consolidated financial statements in Item 8 for additional information regarding deferred rent liabilities. See
Note 12 to our consolidated financial statements in Item 8 for additional information regarding gross unrecognized tax benefits.

(3) Includes approximately $1.3 million of unfunded pension obligations related to nonqualified supplemental defined benefit
pension plans for certain retired employees of an acquired company, which is included in the accrued retirement amount on our
consolidated balance sheets. Excludes liabilities related to one non-qualified deferred compensation plan for certain highly
compensated employees, which are included in the accrued retirement amount on our consolidated balance sheets. The funds
deferred by the employees are invested and maintained in rabbi trusts, which are reflected in the employee supplemental savings
plan assets on our consolidated balance sheets. These liabilities will be satisfied by assets held in rabbi trusts. See Note 11 to
our consolidated financial statements in Item 8 for additional information regarding retirement plans.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk relates to changes in interest rates for borrowings under our revolving credit facility. At
December 31, 2014, we had no outstanding balance on our revolving credit facility. Borrowings under our revolving credit facility
bear interest at variable rates. A hypothetical 10% increase in interest rates would have increased our interest expense by $7
thousand for the year ended December 31, 2014.

We do not use derivative financial instruments for speculative or trading purposes. When we have excess cash, we invest in
short-term, investment grade, interest-bearing securities. Our investments are made in accordance with an investment policy.
Under this policy, no investment security can have a maturity exceeding six months and the weighted average maturity of the
portfolio cannot exceed 60 days.

Item 8.

Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2014 and 2013

Consolidated Statements of Income and Loss for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Comprehensive Income and Loss for the years ended December 31, 2014, 2013 and
2012
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2014, 2013 and
2012

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012

Notes to Consolidated Financial Statements

Page(s)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
ManTech International Corporation
Fairfax, Virginia

We have audited the accompanying consolidated balance sheets of ManTech International Corporation and subsidiaries (the
"Company") as of December 31, 2014 and 2013, and the related consolidated statements of income and loss, comprehensive
income and loss, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31,
2014. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and
financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on
the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of ManTech
International Corporation and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth
therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company's internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control-
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 20, 2015 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

McLean, Virginia
February 20, 2015

MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share Amounts)

ASSETS

Cash and cash equivalents

Receivables—net

Prepaid expenses and other

Contractual inventory

Total Current Assets

Goodwill

Other intangible assets—net

Property and equipment—net

Employee supplemental savings plan assets

Other assets
TOTAL ASSETS

LIABILITIES

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses

Accrued salaries and related expenses

Billings in excess of revenue earned

Deferred income taxes—current

Total Current Liabilities

Long-term debt

Deferred income taxes—non-current

Accrued retirement

Other long-term liabilities
TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY

December 31,

2014

2013

23,781

377,156

18,207

—

419,144

851,640

155,250

25,743

31,741

269,001

457,898

19,384

3,962

750,245

752,867

152,523

30,156

31,765

3,884
1,487,402

5,846
1,723,402

149,506

226,287

57,409

13,408

3,330

223,653

—

65,103

32,804

11,063

332,623

56,617

13,781

—

296,685

200,000

48,093

33,565

11,288

589,631

Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 24,423,514 and
24,245,893 shares issued at December 31, 2014 and 2013; 24,179,401and 24,001,780 shares
outstanding at December 31, 2014 and 2013

Common stock, Class B—$0.01 par value; 50,000,000 shares authorized; 13,192,845 and
13,192,845 shares issued and outstanding at December 31, 2014 and 2013

Additional paid-in capital

Treasury stock, 244,113 and 244,113 shares at cost at December 31, 2014 and 2013

Retained earnings

Accumulated other comprehensive loss
TOTAL STOCKHOLDERS' EQUITY

244

132

428,895
(9,158)
734,873
(207)
1,154,779

242

132

423,787
(9,158)
718,892
(124)
1,133,771

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

1,487,402

1,723,402

See notes to consolidated financial statements.

MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND LOSS
(In Thousands Except Per Share Amounts)

REVENUES

Cost of services

General and administrative expenses

Goodwill impairment
OPERATING INCOME

Loss on extinguishment of debt

Interest expense

Interest income

Other income (expense), net

INCOME FROM OPERATIONS BEFORE INCOME TAXES AND
EQUITY METHOD INVESTMENTS

Provision for income taxes

Equity in losses of unconsolidated subsidiaries
NET INCOME (LOSS)

BASIC EARNINGS (LOSS) PER SHARE:

Class A common stock

Class B common stock

DILUTED EARNINGS (LOSS) PER SHARE:

Class A common stock

Class B common stock

Year Ended
December 31,

2014

2013

2012

1,773,981

2,310,072

2,582,295

1,524,208

154,957

—

94,816
(10,074)
(5,802)
394
(233)

79,101
(31,525)
(282)
47,294

1.27

1,995,630

173,772

118,427

22,243

—
(16,266)
608
(32)

6,553
(11,842)
(860)
(6,149) $

(0.17) $
(0.17) $

2,213,894

197,413

—

170,988

—
(16,304)
344
(74)

154,954
(59,935)
—

95,019

2.57

See notes to consolidated financial statements.

MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND LOSS
(In Thousands)

NET INCOME (LOSS)

OTHER COMPREHENSIVE INCOME (LOSS):

Translation adjustments, net of tax

Actuarial gain (loss) on defined benefit pension plans, net of tax

Total other comprehensive income (loss)

COMPREHENSIVE INCOME (LOSS)

Year Ended
December 31,

2014

2013

2012

47,294

(6,149) $

95,019

(19)
(64)
(83)
47,211

(15)
36

21
(6,128) $

134

166

95,185

See notes to consolidated financial statements.

MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands)

Common Stock, Class A

At beginning of year

Stock option exercises

Contribution of Class A common stock to Employee Stock Ownership
Plan

At end of year

Common Stock, Class B

At beginning of year

At end of year

Additional Paid-In Capital

At beginning of year
Stock compensation expense

Stock option exercises

Contribution of Class A common stock to Employee Stock Ownership
Plan

Tax deficiency from the exercise of stock options

At end of year

Treasury Stock, at cost

At beginning of year

At end of year
Retained Earnings

At beginning of year

Net income (loss)

Dividends

At end of year

2014

December 31,
2013

2012

242

241

—

244

132

423,787
4,400

3,919

—
(3,211)
428,895

(9,158)
(9,158)

718,892

47,294
(31,313)
734,873

—

242

132

417,917
5,236

1,766

1,200
(2,332)
423,787

(9,158)
(9,158)

756,241
(6,149)
(31,200)
718,892

239

—

241

132

406,083
8,142

1,147

3,906
(1,361)
417,917

(9,158)
(9,158)

692,272

95,019
(31,050)
756,241

Accumulated Other Comprehensive Income (Loss)

At beginning of year

Translation adjustments, net of tax
Actuarial gain (loss) on defined benefit pension plans, net of tax

At end of year

Total Stockholders' Equity

(124)
(19)
(64)
(207)
1,154,779

(145)
(15)
36
(124)
1,133,771

(311)
134
32
(145)
1,165,228

See notes to consolidated financial statements

MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Goodwill impairment

Depreciation and amortization

Deferred income taxes

Loss on extinguishment of debt

Stock-based compensation

Equity in losses of unconsolidated subsidiaries

Loss on retirement of property and equipment

Excess tax benefits from the exercise of stock options

Gain on sale of property and equipment

Change in assets and liabilities—net of effects from acquired businesses:

Receivables-net

Contractual inventory

Prepaid expenses and other

Accounts payable and accrued expenses

Accrued salaries and related expenses

Billings in excess of revenue earned

Accrued retirement

Other

Net cash flow from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of businesses-net of cash acquired

Investment in capitalized software for internal use

Purchases of property and equipment

Investment in unconsolidated subsidiaries

Proceeds from sale of property and equipment

Proceeds from sale of investment

Proceeds from disposition of a business

Net cash flow from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of senior unsecured notes

Borrowings under revolving credit facility

Repayments under revolving credit facility

Dividends paid

Proceeds from exercise of stock options

Debt issuance costs

Excess tax benefits from the exercise of stock options

Net cash flow from financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest

Noncash investing and financing activities:

Capital expenditures incurred but not yet paid

Employee Stock Ownership Plan Contributions

See notes to consolidated financial statements.

Year Ended
December 31,

2014

2013

2012

47,294

(6,149) $

95,019

—

118,427

30,446

18,668

10,074

4,400

282

251

(70)

—

102,076

3,963

326

30,504

(10,915)

—

5,236

860

—

(53)

(402)

91,583

30,800

9,334

(87,105)

(89,935)

(2,762)

(750)

(761)

593

3,677

(1,291)

4,175

2,428

—

52,742

17,539

—

8,142

—

(46)

—

(1,081)

(34,762)

(4,416)

28,187

(22,053)

(20,456)

3,235

4,208

126,925

188,279

126,258

(124,247)

(11,382)

(63,093)

(7,399)

(4,083)

(159)

—

(2,536)

(3,182)

(11,087)

(11,718)

(422)

402

239

—

185

1,799

(135,888)

(24,786)

(76,009)

(207,250)

160,000

(160,000)

—

(31,312)

(31,208)

(31,029)

3,922

(1,687)

1,767

1,147

—

(236,257)

(29,388)

(29,836)

(245,220)

269,001

134,105

134,896

20,413

114,483

23,781

$ 269,001

$ 134,896

8,597

15,903

15,429

— $

—

— $

1,287

3,868

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2014, 2013 and 2012

1. Description of the Business

ManTech International Corporation (depending on the circumstances, “ManTech” “Company” “we” “our” “ours” or “us”) is
a leading provider of innovative technologies and solutions for mission-critical national security programs for the intelligence
community; the departments of Defense, State, Homeland Security, Health and Human Services, Veteran Affairs, and Justice,
including the Federal Bureau of Investigation (FBI); the space communities; and other U.S. government customers. We provide
support to critical national security programs for approximately 50 federal agencies through approximately 1,100 current contracts.
Our expertise includes cyber; software and systems development; enterprise information technology; multi-discipline intelligence;
program protection and mission assurance; systems engineering; test and evaluation (T&E); command, control, communications,
computers, intelligence, surveillance and reconnaissance (C4ISR); training; global logistics and supply chain management; and
management consulting. We support major national missions, such as military readiness and wellness, terrorist threat detection,
information security and border protection. Our employees operate primarily in the United States, as well as numerous locations
internationally.

2. Summary of Significant Accounting Policies

Principles of Consolidation-Our consolidated financial statements include the accounts of ManTech International Corporation,
subsidiaries we control and variable interest entities that are required to be consolidated. All intercompany accounts and transactions
have been eliminated. Investments in entities where we have significant influence, but not control, are accounted for using the
equity method.

Use of Accounting Estimates-We prepare our consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America, which require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. These estimates involve judgments with respect to,
among other things, various future economic factors that are difficult to predict and are beyond the control of the Company.
Therefore, actual amounts could differ from these estimates.

Revenue Recognition-We derive the majority of our revenues from cost-plus-fixed-fee, cost-plus-award-fee, firm-fixed-price
or time-and-materials contracts. Revenues for cost-reimbursable contracts are recorded as reimbursable costs are incurred,
including an estimated share of the applicable contractual fees earned. For performance-based fees under cost-reimbursable
contracts, we recognize the relevant portion of the expected fee to be awarded by the customer at the time such fee can be reasonably
estimated, based on factors such as our prior award experience and communications with the customer regarding performance, or
upon approval by the customer. For time-and-materials contracts, revenues are recognized to the extent of billable rates times
hours delivered plus materials and other reimbursable costs incurred. For long-term fixed-price production contracts, revenues
are recognized at a rate per unit as the units are delivered or by other methods to measure services provided. Revenues from other
long-term fixed-price contracts are recognized ratably over the contract period or by other appropriate methods to measure services
provided. Contract costs are expensed as incurred except for certain limited long-term contracts noted below. For long-term
contracts, specifically described in the scope section of ASC 605-35, we apply the percentage of completion method. Under the
percentage of completion method, income is recognized at a consistent profit margin over the period of performance based on
estimated profit margins at completion of the contract. This method of accounting requires estimating the total revenues and total
contract cost at completion of the contract. During the performance of long-term contracts, these estimates are periodically
reviewed and revisions are made as required using the cumulative catch-up method of accounting. The impact on revenues and
contract profit as a result of these revisions is included in the periods in which the revisions are made. This method can result in
the deferral of costs or the deferral of profit on these contracts. Because we assume the risk of performing a fixed-price contract
at a set price, the failure to accurately estimate ultimate costs or to control costs during performance of the work could result, and
in some instances has resulted, in reduced profits or losses for such contracts. Both the individual changes in contract estimates
and aggregate net changes in contract estimates recognized using the cumulative catch-up method of accounting were not material
to the consolidated statement of operations for all periods presented. Estimated losses on contracts at completion are recognized
when identified. In certain circumstances, revenues are recognized when contract amendments have not been finalized.

Cost of Services-Cost of services consists primarily of compensation expenses for program personnel, the fringe benefits
associated with this compensation and other direct expenses incurred to complete programs, including cost of materials and
subcontract efforts.

General and Administrative Expenses-General and administrative expenses include the salaries and wages, plus associated
fringe benefits of our employees not performing work directly for customers, and associated facilities costs. Among the functions
covered by these costs are corporate business development, bid and proposal, contracts administration, finance and accounting,
legal, corporate governance and executive and senior management. In addition, we included stock-based compensation, as well
as depreciation and amortization expenses related to the general and administrative function.

Cash and Cash Equivalents-For the purpose of reporting cash flows, cash and cash equivalents include cash on hand, amounts
due from banks and short-term investments with maturity dates of three months or less at the date of purchase. Due to the short
maturity of cash equivalents, the carrying value on our consolidated balance sheets approximates fair value.

Property and Equipment-Property and equipment are recorded at original cost to the Company. Upon sale or retirement, the
costs and related accumulated depreciation or amortization are eliminated from the respective accounts and any resulting gain or
loss is included in income. Maintenance and repairs are charged to expense as incurred.

Depreciation and Amortization Method-Furniture and office equipment are depreciated using the straight-line method with
estimated useful lives ranging from one to seven years. Leasehold improvements are amortized using the straight-line method
over the term of the lease.

Contractual Inventory-Inventory consists of finished goods purchased for a specific contract.

Goodwill-The purchase price of an acquired business is allocated to the tangible assets, financial assets and separately
recognized intangible assets acquired less liabilities assumed based upon their respective fair values, with the excess recorded as
goodwill.

We review goodwill at least annually for impairment, or whenever events or circumstances indicate that the carrying value
of long-lived assets may not be fully recoverable. Historically, we have elected to perform this review as of June 30th of each
calendar year. During the fourth quarter of 2014, we changed the date of our annual goodwill impairment test to October 31st.
The change in the annual goodwill impairment testing date is deemed a change in accounting principle, which we believe to be
preferable. The change was made to better align with our customers' fiscal year, our year end reporting cycle as well as our annual
planning and budgeting process, which is a significant element in the annual goodwill impairment test. This change in accounting
principle did not delay, accelerate or avoid a goodwill impairment charge. The annual goodwill impairment test was performed
on June 30, 2014 and on October 31, 2014 such that a period greater than 12 months did not elapse between test dates. The change
in the annual goodwill impairment testing date was applied prospectively beginning on October 31, 2014 and had no effect on our
consolidated financial statements. This change was not applied retrospectively as it is impracticable to do so because retrospective
application would have required the application of significant estimates and assumptions without the use of hindsight. If any
impairment was indicated as a result of a review, we would recognize a loss based on the amount by which the carrying amount
exceeds the estimated fair value.

Other Intangible Assets-Contract rights and other intangible assets are amortized primarily using the pattern of benefits

method over periods ranging from one to twenty-five years.

We accounted for the cost of computer software developed or obtained for internal use in accordance with ASC 350-985,

Software. These capitalized software costs are included in other intangible assets, net.

We account for software development costs related to software products for sale, lease or otherwise marketed in accordance
with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed. For projects fully funded by us, development costs are
capitalized from the point of demonstrated technological feasibility until the point in time that the product is available for general
release to customers. Once the product is available for general release, capitalized costs are amortized based on units sold or on
a straight-line basis over a five-year period or other such shorter period as may be required.

Impairment of Long-Lived Assets-Whenever events or changes in circumstances indicate that the carrying amount of long-
lived assets may not be fully recoverable, we evaluate the probability that future undiscounted net cash flows, without interest
50

charges, will be less than the carrying amount of the assets. If any impairment were indicated as a result of this review, we would
recognize a loss based on the amount by which the carrying amount exceeds the estimated fair value.

Employee Supplemental Savings Plan Assets-We maintain several non-qualified defined contribution supplemental
retirement plans for certain key employees that are accounted for in accordance with ASC 710-10-05, Deferred Compensation -
Rabbi Trusts, as the underlying assets are held in rabbi trusts with investments directed by the respective employee. A rabbi trust
is a grantor trust generally set up to fund compensation for a select group of management and the assets of this trust are available
to satisfy the claims of general creditors in the event of bankruptcy of the Company. The assets held by the rabbi trusts are recorded
at cash surrender value in our consolidated financial statements as Employee Supplemental Savings Plan assets with a related
liability to employees recorded as a deferred compensation liability in accrued retirement.

Billings In Excess of Revenue Earned-We receive advances and milestone payments from customers that exceed the revenues

earned to date. We classify such items as current liabilities.

Stock-based Compensation-We account for stock-based compensation in accordance with ASC 718, Compensation - Stock
Compensation. ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. We have elected
to use the Black-Scholes-Merton pricing model to determine fair value on the dates of grant. The fair value is included in operating
expenses or capitalized, as appropriate, straight-line over the period in which service is provided in exchange for the award.

Income Taxes-We account for income taxes in accordance with ASC 740, Income Taxes. Under this method, deferred income
taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets
and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the
assets or liabilities from year-to-year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which
we operate, estimates of future taxable income and available tax planning strategies. If tax regulations, operating results or the
ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be
required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria. We recognize
the financial statement benefit of a tax position only after determining that the relevant tax authority would “more likely than not”
sustain the position following an audit. For tax positions meeting the “more likely than not” threshold, the amount recognized in
the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement
with the relevant tax authority.

Foreign-Currency Translation-All assets and liabilities of foreign subsidiaries are translated into U.S. dollars at fiscal year-
end exchange rates. Income and expense items are translated at average monthly exchange rates prevailing during the fiscal year.
The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss).

Comprehensive Income (Loss)-Comprehensive income (loss) is presented in our consolidated statements of changes in
stockholders' equity. Comprehensive income (loss) consists of net income (loss); translation adjustments, net of tax; and actuarial
gain (loss) on defined benefit pension plan, net of tax.

Fair Value of Financial Instruments-The carrying value of our cash and cash equivalents, accounts receivable, accounts

payable and accrued expenses approximate their fair value because of the short-term nature of these amounts.

Variable Interest Entities-We determine whether we have a controlling financial interest in a Variable Interest Entity (VIE).
The reporting entity with a variable interest or interest that provides the reporting entity with a controlling financial interest in a
VIE will have both (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance
and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits
from the VIE that could potentially be significant to the VIE. We have one entity that has been consolidated as a VIE. The purpose
of the entity is to perform on certain U.S. Navy contracts. The maximum amount of loss we are exposed to as of December 31,
2014 was not material to our consolidated financial statements.

Equity Method Investments-Investments where we have the ability to exercise significant influence, but we do not control,
are accounted for under the equity method of accounting and are included in other assets on our consolidated balance sheets.
Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this method of accounting,
our share of the net earnings or losses of the investee is included in equity in earnings or losses of unconsolidated subsidiaries on
our consolidated statement of income and loss.

Accounting Standards Updates

On August 27, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.
2014-15, Presentation of Financial Statements - Going Concern, which provides guidance on determining when and how reporting
entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform
interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of an
entity's financial statements. Further, an entity must provide certain disclosures if there is substantial doubt about the entity's
ability to continue as a going concern. The ASU is effective for annual periods ending after December 15, 2016, and interim
periods thereafter; early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our
results of operations, financial position or cash flows.

3. Acquisitions

7Delta Inc.-On May 23, 2014, we completed the acquisition of all equity interests in 7Delta Inc. (7Delta). The results of
7Delta's operations have been included in our consolidated financial statements since that date. The acquisition was completed
through a stock purchase agreement dated May 23, 2014, by and among ManTech International Corporation, 7Delta, SLS Holdings,
Inc. and the stockholders of SLS Holdings, Inc. 7Delta performs critical services such as applications and software development,
program management, systems integration, information assurance and security architecture primarily within the healthcare
community at the Department of Veteran Affairs (VA). We funded the acquisition through a combination of cash on hand and
borrowings under our revolving credit facility. The stock purchase agreement did not contain provisions for contingent
consideration.

For the year ended December 31, 2014, ManTech incurred approximately $0.5 million of acquisition costs related to the 7Delta

transaction, which are included in the general and administrative expenses in our consolidated statement of income.

The purchase price of $81.4 million was allocated to the underlying assets and liabilities based on their estimated fair value
at the date of acquisition. The purchase price allocation for 7Delta is not complete as of December 31, 2014 since acquired
receivables and assumed accounts payables and accrued expenses continue to be evaluated. We preliminarily recorded goodwill
of $70.0 million, which will be deductible for tax purposes over 15 years, assuming adequate levels of taxable income. Recognition

of goodwill is largely attributed to the value paid for 7Delta's capabilities in providing software development, program management,
system integration, information assurance and security architecture to the VA.

In preliminarily allocating the purchase price, we considered among other factors, analysis of historical financial performance
and estimates of future performance of 7Delta's contracts. The components of other intangible assets associated with the acquisition
were customer relationships and backlog valued at $4.8 million and $2.9 million, respectively. Customer contracts and related
relationships represent the underlying relationships and agreements with 7Delta's existing customers. Customer relationships are
amortized using the pattern of benefits method over their estimated useful life of approximately 10 years. Backlog is amortized
straight-line over its estimated useful life of 2 years. The weighted-average amortization period for the intangible assets is 7 years.

The following table represents the preliminary purchase price allocation for 7Delta (in thousands):

Cash and cash equivalents

Receivables

Prepaid expenses and other

Goodwill

Other intangible assets

Property and equipment

Other assets

Accounts payable and accrued expenses

Accrued salaries and related expenses

Billings in excess of revenue earned

Net assets acquired and liabilities assumed

7Delta Inc.

1,408

9,664

175

69,967

7,762

597

39
(6,617)
(1,399)
(229)
81,367

We have not disclosed current period, nor pro forma, revenues and earnings attributable to 7Delta as our integration of these

operations post acquisition and the entity's accounting methods preacquisition make it impracticable.

Allied Technology Group, Inc.-On February 18, 2014, we completed the acquisition of all equity interests in Allied Technology
Group, Inc. (ATG). The results of ATG's operations have been included in our consolidated financial statements since that date.
The acquisition was completed through a stock purchase agreement dated February 18, 2014, by and among ManTech Advanced
Systems International, Inc., Allied Technology Group, Inc. and the stockholders of ATG. ATG is an innovative engineering and
information management solution company with strong customer relationships and strategic contracts with the Department of
Homeland Security (DHS). ATG provides IT, engineering services, program management and training solutions to a variety of
federal customers. The acquisition will enable us to deliver services through their unrestricted prime position on DHS's primary
acquisition vehicles: Technical, Acquisition and Business Support Services and Enterprise Acquisition Gateway for Leading Edge
Solutions II. We funded the acquisition with cash on hand. The stock purchase agreement did not contain provisions for contingent
consideration.

For the year ended December 31, 2014, ManTech incurred approximately $0.4 million of acquisition costs related to the ATG

transaction, which are included in the general and administrative expenses in our consolidated statement of income.

The purchase price of $45.0 million was allocated to the underlying assets and liabilities based on their estimated fair value
at the date of acquisition. We recorded goodwill of $28.8 million, which will be deductible for tax purposes over 15 years, assuming
adequate levels of taxable income. Recognition of goodwill is largely attributed to the value paid for ATG's capabilities in providing
technology service program management, systems engineering and information technology services to DHS.

In allocating the purchase price, we considered among other factors, analysis of historical financial performance and estimates
of future performance of ATG's contracts. The components of other intangible assets associated with the acquisition were customer
relationships and backlog valued at $6.4 million and $0.6 million, respectively. Customer contracts and related relationships
represent the underlying relationships and agreements with ATG's existing customers. Customer relationships are amortized using
the pattern of benefits method over their estimated useful life of approximately 20 years. Backlog is amortized straight-line over
its estimated useful life of 1 year. The weighted-average amortization period for the intangible assets is 18 years.

The following table represents the purchase price allocation for ATG (in thousands):

Allied Technology Group, Inc.

Cash and cash equivalents

Receivables

Prepaid expenses and other

Contractual inventory

Goodwill

Other intangible assets

Property and equipment

Other assets

Accounts payable and accrued expenses

Accrued salaries and related expenses

Billings in excess of revenue earned

Net assets acquired and liabilities assumed

712

11,670

1,432

28,806

7,071

899

111
(3,399)
(2,155)
(148)
45,000

We have not disclosed current period, nor pro forma, revenues and earnings attributable to ATG as our integration of these

operations post acquisition and the entity's accounting methods preacquisition make it impracticable.

ALTA Systems, Inc.-On January 8, 2013, we completed the acquisition of ALTA Systems, Inc. (ALTA). The results of ALTA's
operations have been included in our consolidated financial statements since that date. The acquisition was completed through a
stock purchase agreement dated January 8, 2013, by and among ManTech International Corporation, ALTA Holdings LLC and
the sole member of ALTA Holding LLC. ALTA is an information technology (IT) and professional services company with valuable
applications in healthcare systems and capital planning. ALTA provides a broad range of IT and professional services to government
and private industry in three major areas: capital planning and investment control; system design, development and operations;
and fraud detection and statistical analysis. The acquisition allows ManTech to deliver technology services through ALTA's prime
position on the Centers of Medicare and Medicaid Services (CMS) Enterprise Systems Development (ESD) contract. ManTech
funded the acquisition with cash on hand. The stock purchase agreement did not contain provisions for contingent consideration.

For the year ended December 31, 2013, ManTech incurred approximately $0.1 million of acquisition costs related to the ALTA
transaction, which are included in the general and administrative expenses in our consolidated statement of loss and no acquisition
costs were recorded after 2013.

The purchase price of $10.2 million was allocated to the underlying assets and liabilities based on their estimated fair value
at the date of acquisition. We have recorded total assets of $11.1 million, including goodwill and intangible assets recognized in
connection with the acquisition, and total liabilities of $0.9 million. Included in total assets were $0.7 million in acquisition related
intangible assets. We recorded goodwill of $9.1 million, which will be deductible for tax purposes over 15 years, assuming adequate
levels of taxable income. Recognition of goodwill is largely attributed to the value paid for ALTA's capabilities in providing
technology services to the U.S. government in the health care sector.

In allocating the purchase price, we considered among other factors, analysis of historical financial performance and estimates
of future performance of ALTA's contracts. The components of other intangible assets associated with the acquisition were customer
relationships and backlog valued at $0.6 million and $0.1 million, respectively. Customer contracts and related relationships
represent the underlying relationships and agreements with ALTA's existing customers. Customer relationships and backlog are
amortized straight-line over their estimated useful lives of approximately 20 years and 1 year, respectively. The weighted-average
amortization period for the intangible assets is 17 years.

We have not disclosed current period, nor pro forma, revenues and earnings attributable to ALTA as our integration of these

operations post acquisition and the entity's accounting methods preacquisition make it impracticable.

HBGary, Inc.-On April 2, 2012, we completed the acquisition of certain assets of HBGary, Inc. (HBGary). The results of
HBGary's operations have been included in our consolidated financial statements since that date. The acquisition was completed
through an asset purchase agreement dated February 27, 2012, by and among a subsidiary of ManTech International Corporation,
HBGary and the shareholders of HBGary. HBGary provides a comprehensive suite of software products to detect, analyze and
diagnose Advance Persistent Threats and targeted malware. The company has customers in the financial services, energy, critical

infrastructure and technology sectors. This acquisition broadened our cyber security solution capability for customers. ManTech
funded the acquisition with cash on hand. The asset purchase agreement did not contain provisions for contingent consideration.

For the year ended December 31, 2012, ManTech incurred approximately $0.8 million of acquisition costs related to the
HBGary transaction, which are included in the general and administrative expenses in our consolidated statement of income and
no acquisition costs were recorded after 2012.

The purchase price of $23.8 million was allocated to the underlying assets and liabilities based on their fair value at the date
of acquisition. Total assets were $24.6 million, including goodwill and intangible assets recognized in connection with the
acquisition, and total liabilities were $0.8 million. Included in total assets were $3.1 million in acquisition related intangible assets.
We recorded goodwill of $20.1 million, which will be deductible for tax purposes over 15 years, assuming adequate levels of
taxable income. Recognition of goodwill is largely attributed to the value paid for HBGary's capabilities in providing cyber service
and product solutions to both federal and commercial customers.

The components of other intangible assets associated with the acquisition were developed technology, customer relationships
and trademark valued at $2.0 million, $0.9 million and $0.2 million, respectively. Developed technology represents the software
developed by HBGary to detect, analyze and diagnose Advanced Persistent Threats and targeted malware. Customer relationships
represent the underlying relationship with HBGary customers in the financial services, energy, critical infrastructure and technology
sectors. Trademark represents the HBGary trade name that is recognized in the industry. Developed technology, customer
relationships and trademark are amortized straight-line over their estimated useful lives of approximately 3 years, 2 years and 2
years, respectively. The weighted-average amortization period for the intangible assets is 3 years.

We have not disclosed current period, nor pro forma, revenues and earnings attributable to HBGary as our integration of these

operations post acquisition and the entity's accounting methods preacquisition make it impracticable.

Evolvent Technologies, Inc.-On January 6, 2012, we completed the acquisition of Evolvent Technologies, Inc. (Evolvent).
The results of Evolvent's operations have been included in our consolidated financial statements since that date. The acquisition
was completed through an equity purchase agreement dated January 6, 2012, by and among ManTech, shareholders and
warrantholders of the parent of Evolvent, Evolvent and Prudent Management, LLC in its capacity as the sellers' representative.
Evolvent provides services in clinical IT, clinical business intelligence, imaging cyber security, behavioral health, tele-health,
software development and systems integration. Its systems and processes enable better decision-making at the point of care and
full integration of medical information across different platforms. This acquisition has enabled ManTech to expand its customer
relationships and deliver IT solutions through Evolvent's existing relationships with the Department of Defense health organizations,
the Veterans Administration and the Department of Health and Human Services. ManTech funded the acquisition with cash on
hand. The equity purchase agreement did not contain provisions for contingent consideration.

For the year ended December 31, 2012, the Company incurred $0.2 million of acquisition costs associated with the Evolvent
transaction, which are included in general and administrative expenses in our consolidated statement of income and no acquisition
costs were recorded after 2012.

The purchase price of $39.9 million was allocated to the underlying assets and liabilities based on their fair value at the date
of acquisition. Total assets were $46.9 million, including goodwill and intangible assets recognized in connection with the
acquisition, and total liabilities were $7.0 million. Included in total assets were $3.7 million in acquisition related intangible assets.
We recorded goodwill of $33.2 million, which is not deductible for tax purposes. Recognition of goodwill is largely attributed to
the highly skilled employees and the value paid for Evolvent's capabilities in providing IT services and solutions to the U.S.
government healthcare sector.

In allocating the purchase price, we considered among other factors, analyses of historical performance and estimates of future
performance of Evolvent's contracts. The components of other intangible assets associated with the acquisition were customer
relationships and backlog valued at $3.4 million and $0.3 million, respectively. Customer contracts and related relationships
represent the underlying relationships and agreements with Evolvent's existing customers. Customer relationships and backlog
are amortized over their estimated useful lives of 20 years and 1 year, respectively, using the pattern of benefits method. The
weighted-average amortization period for the intangible assets is 19 years.

We have not disclosed current period, nor pro forma, revenues and earnings attributable to Evolvent as our integration of these

operations post acquisition and the entity's accounting methods preacquisition make it impracticable.

4. Earnings (Loss) per Share

Under ASC 260, Earnings per Share, the two-class method is an earnings (loss) allocation formula that determines earnings
(loss) per share for each class of common stock according to dividends declared (or accumulated) and participation rights in
undistributed earnings (loss). Under that method, basic and diluted earnings (loss) per share data are presented for each class of
common stock.

In applying the two-class method, we determined that undistributed earnings (loss) should be allocated equally on a per share
basis between Class A and Class B common stock. Under our Certificate of Incorporation, the holders of the common stock are
entitled to participate ratably, on a share-for-share basis as if all shares of common stock were of a single class, in such dividends,
as may be declared by the Board of Directors. During the years ended December 31, 2014, 2013 and 2012, we declared and paid
quarterly dividends, each in the amount of $0.21 per share on both classes of common stock.

Basic earnings (loss) per share has been computed by dividing net income (loss) available to common stockholders by the
weighted average number of shares of common stock outstanding during each period. Shares issued during the period and shares
reacquired during the period are weighted for the portion of the period in which the shares were outstanding. Diluted earnings
(loss) per share have been computed in a manner consistent with that of basic earnings (loss) per share while giving effect to all
potentially dilutive common shares that were outstanding during each period.

The net income (loss) available to common stockholders and weighted average number of common shares outstanding used
to compute basic and diluted earnings (loss) per share for each class of common stock are as follows (in thousands, except per
share amounts):

Distributed earnings
Undistributed earnings (loss)

Net income (loss)

Class A common stock:

Basic net income (loss) available to common stockholders

Basic weighted average common shares outstanding

Basic earnings (loss) per share

Diluted net income (loss) available to common stockholders

Effect of potential exercise of stock options
Diluted weighted average common shares outstanding
Diluted earnings (loss) per share

Class B common stock:
Basic net income (loss) available to common stockholders
Basic weighted average common shares outstanding

Basic earnings (loss) per share

Diluted net income (loss) available to common stockholders

Effect of potential exercise of stock options

Diluted weighted average common shares outstanding

Diluted earnings (loss) per share

Year Ended
December 31,
2013

31,200
(37,349)
(6,149) $

(3,963) $
23,913

(0.17) $

(3,963) $
—
23,913

(0.17) $

(2,186) $
13,193

(0.17) $

(2,186) $
—

13,193

2014

31,313
15,981

47,294

30,539

24,047

1.27

30,571

70
24,117
1.27

16,755
13,193

1.27

16,723

—

13,193

1.27

(0.17) $

2012

31,050
63,969

95,019

61,065

23,727

2.57

61,103

41
23,768
2.57

33,954
13,193

2.57

33,916

—

13,193

2.57

For the years ended December 31, 2014, 2013 and 2012, options to purchase 2.7 million, 3.2 million and 2.9 million shares,
respectively, were outstanding but not included in the computation of diluted earnings (loss) per share because the options' effect

would have been anti-dilutive. For the years ended December 31, 2014, 2013 and 2012, there were 158,371 shares, 79,567 shares,
and 38,542 shares, respectively, issued from the exercise of stock options.

5. Receivables

We deliver a broad array of information technology and technical services solutions under contracts with the U.S. government,
state and local governments and commercial customers. The components of contract receivables are as follows (in thousands):

Billed receivables

Unbilled receivables:

Amounts billable

Revenues recorded in excess of funding

Retainage

Allowance for doubtful accounts

Receivables-net

December 31,

2014

2013

319,065

370,975

50,393

13,082

4,446
(9,830)
377,156

84,582

9,743

2,634
(10,036)
457,898

Amounts billable consist principally of amounts to be billed within the next month. Revenues recorded in excess of funding
are billable upon receipt of contractual amendments or other modifications. The retainage is billable upon completion of the
contract performance and approval of final indirect expense rates by the government. There is a contract with the U.S. Army that
represents 2.2% and 15.3% of receivables-net at December 31, 2014 and 2013, respectively. Accounts receivable at December 31,
2014 are expected to be substantially collected within one year except for approximately $1.1 million, of which 89.1% is related
to receivables from sales to the U.S. government. The remainder is related to receivables from contracts in which we acted as a
subcontractor to other contractors.

The Company does not believe it has significant exposure to credit risk as accounts receivable and the related unbilled amounts
are primarily due from the U.S. government. The allowance for doubtful accounts represents our estimate for exposure to
compliance, contractual issues and bad debts related to prime contractors.

6. Property and Equipment

Major classes of property and equipment are summarized as follows (in thousands):

Furniture and equipment

Leasehold improvements

Property and equipment-gross

Accumulated depreciation and amortization

Property and equipment-net

December 31,

2014

2013

43,659

35,601

79,260
(53,517)
25,743

50,989

33,535

84,524
(54,368)
30,156

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2014, 2013 and

2012 was $9.0 million, $8.7 million and $30.9 million, respectively.

7. Goodwill and Other Intangible Assets

Under ASC 350, Intangibles - Goodwill and Other, goodwill is to be reviewed at least annually for impairment and whenever
events or circumstances indicate that the carrying value of goodwill may not be fully recoverable. Historically, we have elected
to perform this review as of June 30th of each calendar year. During the fourth quarter of 2014, we changed the date of our annual
goodwill impairment test to October 31st. The change in the annual goodwill impairment testing date is deemed a change in
accounting principle, which we believe to be preferable. The change was made to better align with our customers' fiscal year, our
year end reporting cycle as well as our annual planning and budgeting process, which is a significant element in the annual goodwill

impairment test. This change in accounting principle did not delay, accelerate or avoid a goodwill impairment charge. The goodwill
impairment test was performed on June 30, 2014 and on October 31, 2014 such that a period greater than 12 months did not elapse
between test dates. The change in the annual goodwill impairment testing date was applied prospectively beginning on October
31, 2014 and had no effect on our consolidated financial statements. This change was not applied retrospectively as it is impracticable
to do so because retrospective application would have required the application of significant estimates and assumptions without
the use of hindsight.

In reviewing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence
of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit
is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely
than not, the entity is then required to perform the existing two-step quantitative impairment test (described below), otherwise no
further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-
step quantitative impairment test.

The goodwill impairment test is a two-step process performed at the reporting unit level. The first step of the goodwill
impairment test compares the fair value of a reporting unit with its carrying amount (including goodwill). If the reporting unit's
fair value exceeds its carrying value, no further procedures are required. However, if the reporting unit's fair value is less than its
carrying value, an impairment of goodwill may exist, requiring a second step to be performed. Step two of this test measures the
amount of the impairment loss, if any. Step two of this test requires the allocation of the reporting unit's fair value to its assets
and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of
goodwill as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill is less than
the carrying value, the difference is recorded as a goodwill impairment charge in operations.

The fair values of the reporting units are determined based on a weighting of the income approach, market approach and
market transaction approach. The income approach is a valuation technique in which fair value is based from forecasted future
cash flow discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and
debt capital as of the valuation date. The forecast used in our estimation of fair value was developed by management based on a
contract basis, incorporating adjustments to reflect known contract and market considerations (such as reductions and uncertainty
in government spending, pricing pressure and opportunities). The discount rate utilizes a risk adjusted weighted average cost of
capital. The market approach is a valuation technique in which the fair value is calculated based on market prices realized in an
actual arm's length transaction. The technique consists of undertaking a detailed market analysis of publicly traded companies
that provides a reasonable basis for comparison to the Company. Valuation ratios, which relate market prices to selected financial
statistics derived from comparable companies, are selected and applied to the Company after consideration of adjustments for
financial position, growth, market, profitability and other factors. The market transaction approach is a valuation technique in
which the fair value is calculated based on market prices realized in actual arm's length transactions. The technique consists of
undertaking a detailed market analysis of merged and acquired companies that provided a reasonable basis for comparison to the
Company. Valuation ratios, which relate market prices to selected financial statistics derived from comparable companies, are
selected and applied to the Company after consideration of adjustments for financial position, growth, market, profitability and
other factors. To assess the reasonableness of the calculated reporting unit fair values, we compare the sum of the reporting units'
fair values to the Company's market capitalization (per share stock price times the number of shares outstanding) and calculate
an implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization) and then assess
the reasonableness of our implied control premium.

During the fourth quarter of 2013, multiple events and circumstances indicated a significant reduction in the operating
performance outlook of one of our reporting units. These events included lower than expected contract awards on several
competitive opportunities, changing mission priorities of the U.S. government in relation to our Command, Control,
Communications, Computers, Intelligence, Surveillance, and Reconnaissance (C4ISR) contracts and Overseas Contingency
Operations (OCO) related work, primarily on maintenance and sustainment of Mine-Resistant Ambush-Protected (MRAP)
vehicles, delays in our customers' procurement cycle due, in part, to the U.S. government shutdown, and continued margin pressures
on some of our contracts. The culmination of these events led us to conduct an interim goodwill impairment test. The results of
step one of this test showed the carrying value of one reporting unit was in excess of its fair value, therefore we performed step
two of the goodwill impairment test to measure the amount of the impairment loss. Based on the results of the step two analysis,
we recorded a non-cash goodwill impairment charge of $118.4 million for the period ending December 31, 2013.

The changes in the carrying amounts of goodwill during fiscal years 2014 and 2013 were as follows (in thousands):

Goodwill at December 31, 2012

Impairment

Acquisitions

Goodwill at December 31, 2013

Acquisitions

Goodwill at December 31, 2014

Goodwill
Balance

861,912
(118,427)
9,382

752,867

98,773

851,640

Other intangible assets consisted of the following (in thousands):

Other intangible assets:

Contract and program
intangible assets

Capitalized software cost for
internal use
Other

Total other intangible assets-net

December 31, 2014

December 31, 2013

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount

$ 266,272

126,619

$ 139,653

251,572

109,586

141,986

35,036
115
$ 301,423

19,500
54
146,173

15,536
61
$ 155,250

34,083
115
285,770

23,617
44
133,247

10,466
71
152,523

Amortization expense relating to intangible assets for the years ended December 31, 2014, 2013 and 2012 was $20.4 million,
$20.4 million and $20.5 million, respectively. We estimate that we will have the following amortization expense for the future
periods indicated below (in thousands):

Year ending:

December 31, 2015

December 31, 2016

December 31, 2017

December 31, 2018

December 31, 2019

8. Debt

$18,839

$16,682

$14,705

$13,208

$11,354

Revolving Credit Facility-We maintain a credit agreement with a syndicate of lenders led by Bank of America, N.A., as sole
administrative agent. The credit agreement provides for a $500 million revolving credit facility, with a $25 million letter of credit
sublimit and a $30 million swing line loan sublimit. The credit agreement also includes an accordion feature that permits the
Company to arrange with the lenders for the provision of additional commitments. On June 13, 2014, we amended and restated
the credit agreement, and extended the maturity date to June 13, 2019. We deferred $3.4 million in debt issuance costs, cumulatively
over the agreements, which are amortized over the term of the amended and restated credit agreement.

The terms of the credit agreement permit prepayment and termination of the loan commitments at any time, subject to certain
conditions. The credit agreement requires the Company to comply with specified financial covenants, including the maintenance
of certain leverage ratios and a certain consolidated coverage ratio. The credit agreement also contains various covenants, including
affirmative covenants with respect to certain reporting requirements and maintaining certain business activities, and negative
covenants that, among other things, may limit or impose restrictions on our ability to incur liens, incur additional indebtedness,
make investments, make acquisitions and undertake certain other actions. As of, and during, December 31, 2014 and 2013, we
were in compliance with our financial covenants under the credit agreement.

There were no outstanding balances on our revolving credit facility at December 31, 2014 and 2013. The weighted average
borrowings under the revolving portion of the facility during the years ended December 31, 2014 and 2013 were $9.1 million and
$0, respectively. The maximum available borrowing under the revolving credit facility at December 31, 2014 was $499.2 million.
At December 31, 2014 and 2013, we were contingently liable under letters of credit totaling $0.8 million and $0.2 million,
respectively, which reduces our availability to borrow under our revolving credit facility.

7.25% Senior Unsecured Notes-On April 15, 2014, we paid the redemption price plus accrued and unpaid interest on our
7.25% senior unsecured notes issued on April 13, 2010 for $200.0 million, which were registered under the Securities Act of 1933.
The 7.25% senior unsecured notes were redeemed at a redemption price of 103.625% of the principal amount of the outstanding
7.25% senior unsecured notes, or $207.3 million. As a result of the redemption of our 7.25% senior unsecured notes, we recorded
a loss on the extinguishment of debt for $10.1 million as non-operating income on our consolidated statement of income during
the year ended December 31, 2014.

9. Commitments and Contingencies

Contracts with the U.S. government including subcontracts are subject to extensive legal and regulatory requirements and,
from time-to-time, agencies of the U.S. government, in the ordinary course of business, investigate whether our operations are
conducted in accordance with these requirements and the terms of the relevant contracts. U.S. government investigations of the
Company, whether related to our U.S. government contracts or conducted for other reasons, could result in administrative, civil
or criminal liabilities, including repayments, fines or penalties being imposed upon the Company, or could lead to suspension or
debarment from future U.S. government contracting. Management believes it has adequately reserved for any losses that may be
experienced from any investigation of which it is aware. The Defense Contract Audit Agency (DCAA) has completed our incurred
cost audits through 2009, with no material adjustments. The remaining audits for 2010 through 2014 are not expected to have a
material effect on our financial position, results of operations or cash flow and management believes it has adequately reserved
for any losses.

In the normal course of business, we are involved in certain governmental and legal proceedings, claims and disputes and
have litigation pending under several suits. We believe that the ultimate resolution of these matters will not have a material effect
on our financial position, results of operations or cash flows.

We lease office space and equipment under long-term operating leases. A number of the leases contain renewal options and
escalation clauses. At December 31, 2014, aggregate future minimum rental commitments under these leases are as follows (in
thousands):

Office Space

Equipment

Total

Year ending:

December 31, 2015

December 31, 2016

December 31, 2017

December 31, 2018

December 31, 2019

Thereafter

Total

29,625

25,514

22,942

22,244

21,391

53,515

175,231

—

29,686

25,521

22,943

22,244

21,391

53,515

175,300

Office space and equipment rent expense totaled approximately $42.9 million, $47.6 million and $52.1 million for the years

ended December 31, 2014, 2013 and 2012, respectively.

We had $11.1 million and $11.0 million of deferred rent liabilities resulting from recording rent expense on a straight-line

basis over the life of the respective lease for the years ended December 31, 2014 and 2013, respectively.

10. Stockholders' Equity and Stock-Based Compensation

Common Stock-We have 150,000,000 shares of authorized Class A common stock, par value $0.01 per share. We have
50,000,000 shares of authorized Class B common stock, par value $0.01 per share. On December 31, 2014, there were 24,179,401
shares of Class A common stock outstanding, 244,113 shares of Class A common stock recorded as treasury stock and 13,192,845
shares of Class B common stock outstanding.

Holders of Class A common stock are entitled to one vote for each share held of record and holders of Class B common stock
are entitled to ten votes for each share held of record, except with respect to any “going private transaction” (generally, a transaction
in which George J. Pedersen (our Chairman of the Board and CEO), his affiliates, his direct and indirect permitted transferees or
a group, generally including Mr. Pedersen, such affiliates and permitted transferees, seek to buy all outstanding shares), as to which
each share of Class A common stock and Class B common stock are entitled to one vote per share. The Class A common stock
and the Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the
election of directors, except as required by law. Holders of common stock do not have cumulative voting rights in the election of
directors.

Stockholders are entitled to receive, when and if declared by the Board of Directors from time-to-time, such dividends and
other distributions in cash, stock or property from our assets or funds legally and contractually available for such purposes subject
to any dividend preferences that may be attributable to preferred stock that may be authorized. Each share of Class A common
stock and Class B common stock is equal in respect of dividends and other distributions in cash, stock or property, except that in
the case of stock dividends, only shares of Class A common stock will be distributed with respect to the Class A common stock
and only shares of Class B common stock will be distributed with respect to Class B common stock. In no event will either Class A
common stock or Class B common stock be split, divided or combined unless the other class is proportionately split, divided or
combined.

The shares of Class A common stock are not convertible into any other series or class of securities. Each share of Class B
common stock, however, is freely convertible into one share of Class A common stock at the option of the Class B stockholder.
Upon the death or permanent mental incapacity of Mr. Pedersen, all outstanding shares of Class B common stock automatically
convert to Class A common stock.

Preferred Stock-We are authorized to issue an aggregate of 20,000,000 shares of preferred stock, $0.01 par value per share,
the terms and conditions of which are determined by our Board of Directors upon issuance. The rights, preferences and privileges
of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of any shares of preferred
stock that we may designate and issue in the future. At December 31, 2014 and 2013, no shares of preferred stock were outstanding
and the Board of Directors currently has no plans to issue a series of preferred stock.

Accounting for Stock-Based Compensation:

Our 2011 Management Incentive Plan (the Plan) was designed to attract, retain and motivate key employees. Awards granted
under the Plan are settled in shares of Class A common stock. At the beginning of each year, the Plan provides that the number
of shares available for issuance automatically increases by an amount equal to 1.5% of the total number of shares of Class A and
Class B common stock outstanding on December 31st of the previous year. On January 2, 2015, there were 560,584 additional
shares made available for issuance under the Plan. Through December 31, 2014, the remaining aggregate number of shares of
our common stock authorized for issuance under the Plan was 3,908,967. Through December 31, 2014, there were 4,793,930
shares of our Class A common stock that were issued and remain outstanding as a result of equity awards granted under the Plan.
The Plan expires in May 2021.

The Plan is administered by the compensation committee of our Board of Directors, along with its delegates. Subject to the
express provisions of the Plan, the committee has the Board of Directors' authority to administer and interpret the Plan, including
the discretion to determine the exercise price, vesting schedule, contractual life and the number of shares to be issued.

Stock Compensation Expense-For the years ended December 31, 2014, 2013 and 2012, we recorded $4.4 million, $5.2 million
and $8.1 million of stock-based compensation expense, respectively. No compensation expense of employees with stock awards,
including stock-based compensation expense, was capitalized during the periods. For the years ended December 31, 2014, 2013
and 2012, the total recognized tax deficiency from the exercise of stock options, vested cancellations and the vesting of restricted
stock were $3.2 million, $2.3 million and $1.4 million, respectively.

Stock Options-We typically issue options that vest over three years in equal installments beginning on the first anniversary
of the date of grant. Under the terms of the Plan, the contractual life of the option grants may not exceed eight years. During the
years ended December 31, 2014 and 2013, we issued options that expire five years from the date of grant.

Fair Value Determination-We have used the Black-Scholes-Merton option pricing model to determine fair value of our
awards on date of grant. We will reconsider the use of the Black-Scholes-Merton model if additional information becomes available
in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that
cannot be reasonably estimated under this model.

The following weighted-average assumptions were used for option grants during the years ended December 31, 2014, 2013

and 2012:

Volatility-The expected volatility of the options granted was estimated based upon historical volatility of our share price

through weekly observations of our trading history.

Expected Term-The expected term of options granted to employees during fiscal years 2014, 2013 and 2012 was determined
from historical exercises of the grantee population. For all grants valued during fiscal years 2014, 2013 and 2012, the options
have graded vesting over three years in equal installments beginning on the first anniversary of the date of the grant and a contractual
term of five years.

Risk-free Interest Rate-The yield on zero-coupon U.S. Treasury strips was used to extrapolate a forward-yield curve. This
“term structure” of future interest rates was then input into a numeric model to provide the equivalent risk-free rate to be used in
the Black-Scholes-Merton model based on the expected term of the underlying grants.

Dividend Yield-The Black-Scholes-Merton valuation model requires an expected dividend yield as an input. We have calculated

our expected dividend yield based on an expected annual cash dividend of $0.84 per share.

The following table summarizes weighted-average assumptions used in our calculations of fair value for the years ended

December 31, 2014, 2013 and 2012:

Volatility

Expected life of options

Risk-free interest rate

Dividend yield

Year Ended
December 31,

2014

28.96%

3 years

0.96%

3.00%

2013

31.92%

3 years

0.56%

3.00%

2012

31.68%

3 years

0.48%

2.70%

Stock Option Activity-During the year ended December 31, 2014, we granted stock options to purchase 946,576 shares of
Class A common stock at a weighted-average exercise price of $29.12 per share, which reflects the fair market value of the shares
on the date of grant. The weighted-average fair value of options granted during the years ended December 31, 2014, 2013 and
2012, as determined under the Black-Scholes-Merton valuation model, was $4.76, $4.84 and $5.19, respectively. These options
vest over three years in equal annual installments beginning on the first anniversary of the date of the grant and have a contractual
term of five years. Option grants that vested during the years ended December 31, 2014, 2013 and 2012 had a combined fair value
of $4.4 million, $6.1 million and $8.3 million, respectively.

The following table summarizes stock option activity for the years ended December 31, 2014, 2013 and 2012:

Stock options at December 31, 2011

Granted

Exercised

Cancelled and expired

Stock options at December 31, 2012

Granted

Exercised

Cancelled and expired

Stock options at December 31, 2013

Granted

Exercised
Cancelled and expired

Stock options at December 31, 2014

Number of
Shares

Weighted
Average
Exercise
Price

Aggregate
Intrinsic Value
(in thousands)

2,886,110

986,650
$
(38,542) $
(413,022) $
$
3,421,196

957,525
$
(79,567) $
(899,034) $
$
3,400,120

946,576
$
(158,371) $
(797,293) $
$
3,391,032

41.14

29.24

28.93

39.27

38.61

27.42

22.75

39.84

35.51

29.12

24.78
41.75

32.76

1,096

215

626

400

4,488

754

4,722

The following table summarizes non-vested stock options for the year ended December 31, 2014:

Non-vested stock options at December 31, 2013

Granted

Vested

Cancelled

Non-vested stock options at December 31, 2014

Number of
Shares

Weighted
Average Fair
Value

1,567,945

$
946,576
(711,806) $
(129,187) $
$
1,673,528

5.51

4.76

6.20

5.07

4.83

The following table includes information concerning stock options exercisable and stock options expected to vest at

December 31, 2014:

Stock options exercisable

Stock options expected to vest

Stock options exercisable and expected to vest

Weighted
Average
Remaining
Contractual
Life
(years)

Weighted
Average
Exercise
Price

Aggregate
Intrinsic
Value
(in thousands)

2.0

4.0

36.86

28.54

1,634

2,753

Number of
Shares

1,717,504

1,475,948

3,193,452

Unrecognized compensation expense related to outstanding stock options expected to vest as of December 31, 2014 was $5.5
million, which is expected to be recognized over a weighted-average period of 2 years and will be adjusted for any future changes
in estimated forfeitures.

Restricted Stock-Under the Plan, we have issued restricted stock. A restricted stock award is an issuance of shares that cannot
be sold or transferred by the recipient until the vesting period lapses. Restricted shares granted to employees vest over three years
in equal installments beginning on the first anniversary of the grant date, contingent upon employment with the Company on the

vesting dates. Restricted shares granted to our Board of Directors vest in one year. The related compensation expense is recognized
over the service period and is based on the grant date fair value of the stock and the number of shares expected to vest.

Restricted Stock Activity-The following table summarizes the restricted stock activity during the years ended December 31,

2013 and 2014:

Non-vested restricted stock at December 31, 2012

Granted

Vested

Forfeited

Non-vested restricted stock at December 31, 2013

Granted

Vested

Forfeited

Non-vested restricted stock at December 31, 2014

11. Retirement Plans

Number of
Shares

Grant Date
Fair Value
(in thousands)

27,333

$
24,000
(30,333) $
—

21,000

21,000
$
(21,000) $
—
21,000

664

825

643

581

As of December 31, 2014, we maintained a qualified defined contribution plan. Our qualified defined contribution plan covers
substantially all employees and complies with Section 401 of the Internal Revenue Code. Under this plan, we stipulated a basic
matching contribution that matches a portion of the participants' contribution based upon a defined schedule. Additionally, this
plan contains a discretionary contribution component where the Company may contribute additional amounts based on a percentage
of eligible employees' compensation. Contributions are invested by an independent investment company. The choice of investment
alternatives is at the election of each participating employee. Our contributions to the plan were approximately $18.6 million,
$19.3 million and $22.6 million for the years ended December 31, 2014, 2013 and 2012, respectively.

We maintained an Employee Stock Ownership Plan (ESOP) as of December 31, 2014. On December 18, 1998, the Board of
Directors approved the establishment of a qualified ESOP, effective January 1, 1999, for the benefit of substantially all of our U.S.
domestic-based employees and some overseas employees. The ESOP is non-leveraged and is funded entirely through Company
contributions based on a percentage of eligible employee compensation, as defined in the plan. Participants must be employees
of the Company or eligible Company subsidiaries and must meet minimum service requirements to be eligible for annual
contributions. The ESOP specifies a five-year vesting schedule over which participants become vested in the Class A common
stock allocated to their participant account. The amount of our annual contribution to the ESOP is at the discretion of our Board
of Directors. For the years ended December 31, 2014, 2013 and 2012, we recorded $0, $0.9 million and $3.8 million, respectively,
as compensation expense related to ESOP contributions. There were no shares, 31,653 shares and 146,589 shares of Class A
common stock contributed to the ESOP for the years ended December 31, 2014, 2013 and 2012, respectively. There were no
unearned ESOP shares at December 31, 2014 and 2013, respectively. As required under ASC 714-40, Employee Stock Ownership
Plans, compensation expense is recorded for shares committed to be released to employees based on the fair market value of those
shares in the period in which they are committed to be released. For the years ended December 31, 2013 and 2012, new shares
were issued to satisfy this obligation.

As of December 31, 2014, we also maintained an Employee Supplemental Savings Plan (ESSP), a non-qualified deferred
compensation plan, for certain key employees. Under this plan, eligible employees may defer up to 75% of qualified annual base
compensation and 100% of bonus. In the ESSP, participant deferral accounts are credited with a rate of return based on investment
elections as selected by the participant. The assets related to the ESSP are held in a rabbi trust owned by the Company for benefit
of the participating employees. The trust investments are in the form of variable universal life insurance products, which are
owned by the Company. These investments seek to replicate the return of the participant investment elections. Employee
contributions to this plan were approximately $3.0 million, $3.2 million and $5.1 million for the years ended December 31, 2014,
2013 and 2012, respectively.

We maintained a nonqualified supplemental defined benefit pension plan for certain retired employees of an acquired company
as of December 31, 2014. These plans were informally and partially funded beginning in 1999 through a rabbi trust. Assets held
in a rabbi trust are not eligible to be included in the calculation of plan status. At both December 31, 2014 and 2013, 100% of the

rabbi trust assets were invested in a money market account with a commercial bank. All covered employees retired prior to 1998.
Our benefit obligation was $1.3 million at both December 31, 2014 and 2013.

12. Income Taxes

The domestic and foreign components of income operations before income taxes and equity method investments were as

follows (in thousands):

Domestic

Foreign

Income from operations before income taxes and equity method
investments

Year Ended
December 31,

2014

2013

2012

79,238
(137)

6,768
(215)

155,381
(427)

79,101

6,553

154,954

The provision for income taxes was comprised of the following components (in thousands):

Current provision (benefit):

Federal

State

Foreign

Deferred provision (benefit):

Federal

State

Year Ended
December 31,
2013

2012

2014

10,375

18,702

37,926

2,499

160

13,034

17,739

4,477

22,216

4,011

22,799

(6,557)
(1,858)
(8,415)

(2,755)
(970)
—
(3,725)
31,525

(2,009)
(522)
(11)
(2,542)
11,842

5,780

123

43,829

15,241

2,332

17,573

(1,306)
(161)
—
(1,467)
59,935

Non-current provision (benefit) resulting from allocating tax benefits
directly to additional paid in capital and changes in liabilities:

Federal

State

Foreign

Provision for income taxes

For the year ended December 31, 2014, the non-current benefit for income taxes includes $(3.3) million arising from the
cancellation of vested stock options allocated to equity and valuation differences between grant and vesting dates on restricted
stock allocated to equity and $(0.4) million related to liabilities for uncertain tax positions. For the year ended December 31,
2013, the non-current benefit for income taxes includes $(2.4) million arising from the cancellation of vested stock options allocated
to equity and valuation differences between grant and vesting dates on restricted stock allocated to equity and $(0.1) million related
to liabilities for uncertain tax positions. For the year ended December 31, 2012, the non-current benefit for income taxes includes
$(1.4) million arising from the cancellation of vested stock options allocated to equity and valuation differences between grant
and vesting dates on restricted stock allocated to equity and $(0.1) million related to liabilities for uncertain tax positions (including
$(0.1) million for use of a state net operating loss).

The schedule of effective income tax rate reconciliation is as follows:

Statutory U.S. Federal tax rate

Increase (decrease) in tax rate resulting from:

State taxes—net of Federal benefit

Excess executive compensation

Deferred compensation (ESSP)

Section 199 deductions

Goodwill impairment

Tax basis deduction of investment

Provisions of American Taxpayer Relief Act of 2012

Acquisition working capital settlement

Other, net

Effective tax rate

Year Ended
December 31,
2013

2012

2014

35.0 %

5.0 %

1.3 %

(0.7)%

(0.6)%

— %

— %
40.0 %

18.6 %

16.7 %

(24.6)%

(6.5)%

200.1 %

(15.3)%

(10.3)%

(5.0)%

(0.7)%
208.0 %

3.3 %

0.8 %

(0.5)%

(0.2)%

— %

0.3 %
38.7 %

The Company paid income taxes, net of refunds, of $14.3 million, $14.9 million and $43.5 million for the years ended

December 31, 2014, 2013 and 2012, respectively.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported
amounts in the financial statements. A summary of the tax effect of the significant components of deferred income taxes is as
follows (in thousands):

Gross deferred tax liabilities:

Goodwill and other assets

Unbilled receivables

Property and equipment

Total

Gross deferred tax assets:

Retirement and other liabilities

Allowance for potential contract losses and other contract reserves

Federal and state operating loss carryforwards

Total

Net deferred tax liabilities

December 31,

2014

2013

86,242

68,940

14,549

3,931

104,722

10,099

5,442

84,481

(31,851)
(3,911)
(441)
(36,203)
68,519

(33,505)
(3,687)
(829)
(38,021)
46,460

The tax benefits associated with nonqualified stock options and disqualifying dispositions of incentive stock options reduced
the current taxes payable by $0.1 million for the year ended December 31, 2014. These benefits were recorded as an increase to
additional paid-in capital.

At December 31, 2014, we had state net operating losses of approximately $5.2 million that expire beginning 2016 through

2032.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows

(in thousands):

2014

December 31,
2013

2012

Gross unrecognized tax benefits at beginning of year

1,207

1,376

1,440

Increases in tax positions for prior years

Decreases in tax positions for prior years

Increases in tax positions for current year

Lapse in statute of limitations

Gross unrecognized tax benefits at end of year

80
(13)
86
(575)
785

95
(26)
69
(307)
1,207

—

141
(223)
1,376

The total liability for gross unrecognized tax benefits as of December 31, 2014, 2013 and 2012 includes $0.6 million, $0.9
million and $1.0 million, respectively, of unrecognized net tax benefits which, if ultimately recognized, would reduce our annual
effective tax rate in a future period.

The Company is subject to income taxes in the U.S., various state and foreign jurisdictions. Tax statutes and regulations
within each jurisdiction are subject to interpretation and require significant judgment to apply. The Company is no longer subject
to U.S., state or non-U.S. income tax examinations by tax authorities for the years before 2009. The Company believes it is
reasonably possible that $0.3 million of gross unrecognized tax benefits will be settled within the next year due to expirations of
statute of limitations.

The Company recognizes interest related to unrecognized tax benefits within interest expense and penalties related to
unrecognized tax benefits in general and administrative expenses. At December 31, 2014, 2013 and 2012, interest and penalties
on the net unrecognized tax benefits were $0.2 million, $0.2 million and $0.2 million, respectively.

13. Business Segment and Geographic Area Information

We have one reportable segment. We deliver a broad array of information technology and technical services solutions under
contracts with the U.S. government. Our U.S. government customers typically exercise independent contracting authority, and
even offices or divisions within an agency or department may directly, or through a prime contractor, use our services as a separate
customer so long as that customer has independent decision-making and contracting authority within its organization. The U.S.
Army Tank-Automotive Armament Command (TACOM) contract accounted for 7.5%, 19.4% and 22.2% of our revenues for the
years ended December 31, 2014, 2013 and 2012, respectively. Revenues from the U.S. government under prime contracts and
subcontracts were approximately 98.9%, 99.0% and 99.2% of our total revenues for the years ended December 31, 2014, 2013
and 2012, respectively. We treat sales to U.S. government customers as sales within the United States regardless of where the
services are performed. U.S. revenues were approximately 99.7%, 99.8% and 99.8% of our total revenues for the years ended
December 31, 2014, 2013 and 2012, respectively. International revenues were approximately 0.3%, 0.2% and 0.2% of our total
revenues for the years ended December 31, 2014, 2013 and 2012, respectively. Furthermore, substantially all assets from continuing
operations were held in the United States for the years ended December 31, 2014, 2013 and 2012.

14. Equity Method Investments

On May 24, 2012, Fluor-ManTech Logistics Solutions, LLC (FMLS), a limited liability company, was created with Fluor
International, Inc. and ManTech as the investees. Each investee has a 50% ownership interest in FMLS. Because we have the
ability to exercise significant influence over FMLS we determined that the equity method of accounting will be used for our
investment. Under the operating agreement, we are required to provide additional financial support for losses incurred by FMLS.
We recorded $456 thousand, $860 thousand and $0 in equity method losses for the years ended December 31, 2014, 2013 and
2012, respectively. We had no investment balance in FMLS as of December 31, 2014 and 2013. As of December 31, 2014 and
2013, we recorded liabilities for $735 thousand and $438 thousand, respectively, which were owed to FMLS for additional financial
support.

On July 7, 2011, GenTech Partners Joint Venture (GenTech), was created with Genex Systems, LLC and ManTech as the
investees. Genex Systems, LLC's interest in GenTech is 51% and ManTech's interest in GenTech is 49%. Because we have the
ability to exercise significant influence over GenTech we determined that the equity method of accounting will be used for our
investment. We recorded $141 thousand, $0, and $0 in equity method earnings for the years ended December 31, 2014, 2013,
and 2012, respectively. Our investment balance in GenTech was $141 thousand and $0 as of December 31, 2014 and 2013,
respectively.

15. Quarterly Financial Information (Unaudited)

The quarterly financial data reflects, in the opinion of the Company, all normal and recurring adjustments to present fairly

the results of operations for such periods. Results of any one or more quarters are not necessarily indicative of annual results or
continuing trends. The following tables set forth selected unaudited quarterly financial data:

Revenues

Operating income

Income from operations before income taxes and
equity method investments

Net income

Class A common stock:

Basic weighted average common shares outstanding

Basic earnings per share

Diluted weighted average common shares
outstanding

Diluted earnings per share
Class B common stock:

Basic weighted average common shares outstanding

Basic earnings per share

Diluted weighted average common shares
outstanding

Diluted earnings per share

Revenues

Operating income (loss)

Income (loss) from operations before income taxes
and equity method investments

Net income (loss)

Class A common stock:

Basic weighted average common shares outstanding
Basic earnings (loss) per share

Diluted weighted average common shares
outstanding

Diluted earnings (loss) per share
Class B common stock:

Basic weighted average common shares outstanding

Basic earnings (loss) per share

Diluted weighted average common shares
outstanding

Diluted earnings (loss) per share

2014

March 31,

June 30,

September 30,

December 31,

(in thousands, except per share data)

452,033

20,042

16,059

9,634

463,381

24,070

12,929

7,708

447,200

26,732

26,492

15,487

411,367

23,972

23,621

14,465

23,988

24,023

24,061

0.26

0.21

0.42

24,057

24,092

24,126

0.26

0.21

0.41

13,193

0.26

0.21

0.42

13,193

0.26

0.21

0.41

24,115

0.39

24,191

0.39

13,193

0.39

13,193

0.39

2013

March 31,

June 30,

September 30,

December 31,

(in thousands, except per share data)

646,008

36,371

32,479

20,180

23,832
0.55

23,876

605,129

38,671

34,632

21,551

23,910
0.58

23,940

567,399

32,039

28,082

17,718

23,944
0.48

23,982

0.54

0.58

0.48

13,193

0.55

0.58

0.48

13,193

0.54

0.58

0.48

491,536
(84,838)

(88,640)
(65,598)

23,963
(1.77)

13,193
(1.77)

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The Company has had no disagreements with its auditors on accounting principles, practices or financial statement disclosure

during and through the date of the financial statements included in this Report.

Item 9A.

Controls and Procedures

We performed an assessment as of December 31, 2014 of the effectiveness of the design and operation of our disclosure
controls and procedures and our internal control over financial reporting. This assessment was done under the supervision and
with the participation of management, including our principal executive officer and principal financial officer. Included as Exhibits
31.1 and 31.2 to this Annual Report on Form 10-K are forms of “Certification” of our principal executive officer (our Chairman
of the Board and Chief Executive Officer) and our principal financial officer (our Chief Financial Officer). The forms of Certification
are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This section of the Annual Report on Form 10-
K that you are currently reading is the information concerning the assessment referred to in the Section 302 certifications and
required by the rules and regulations of the SEC. You should read this information in conjunction with the Section 302 certifications
for a more complete understanding of the topics presented.

Disclosure Controls and Procedures and Internal Control over Financial Reporting-Management is responsible for
establishing and maintaining adequate disclosure controls and procedures and internal control over financial reporting. Disclosure
controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed
or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is accurately recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures are also designed
to provide reasonable assurance that such information is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting is a process designed by, or under the supervision of our principal executive officer
and our principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP and includes those policies and procedures that:

•

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with GAAP and that our receipts and expenditures are being made only in accordance with
authorizations of management or our Board of Directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material adverse effect on our financial statements.

Limitations on the Effectiveness of Controls-Management, including our principal executive officer and our principal financial
officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all
errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no assessment of controls can provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management's override of the control. The design
of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be
detected.

Scope of the Assessments-The assessment by our principal executive officer and our principal financial officer of our disclosure
controls and procedures and the assessment by our management of our internal control over financial reporting included a review
of procedures and documents and discussions with other employees in our organization in order to evaluate the adequacy of our
internal control system design. In the course of the evaluation, we sought to identify exposure to unprevented or undetected data
70

errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were
being undertaken. The assessment also included testing of properly designed controls to verify their effective performance. Our
management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal
Control-Integrated Framework (2013) to assess the effectiveness of our internal control over financial reporting.

We assess our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis so that
the conclusions concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-Q and Annual Reports on
Form 10-K. We consider the results of these assessment activities as we monitor our disclosure controls and procedures and our
internal control over financial reporting. Our intent is to ensure that disclosure controls and procedures and internal control over
financial reporting will be maintained and updated as conditions warrant. Among other matters, we sought in our assessment to
determine whether there were any “material weaknesses” in our internal control over financial reporting, or whether we had
identified any acts of fraud involving senior management, management or other personnel who have a significant role in our
internal control over financial reporting. This information was important both for the assessment generally and because the
Section 302 certifications require that our principal executive officer and our principal financial officer disclose that information,
along with any “significant deficiencies,” to the Audit Committee of our Board of Directors, and to our independent auditors and
to report on related matters in this section of the Annual Report on Form 10-K.

Assessment of Effectiveness of Disclosure Controls and Procedures-Based upon the assessments, our principal executive
officer and our principal financial officer have concluded that as of December 31, 2014 our disclosure controls and procedures
were effective at the reasonable assurance level described above.

Management's Report on Internal Control over Financial Reporting-Management is responsible for establishing and
maintaining adequate control over financial reporting. Management used the criteria issued by the Committee of Sponsoring
Organizations of the Treadway Commission in the Internal Control-Integrated Framework (2013) to assess the effectiveness of
our internal control over financial reporting. Based upon the assessments, our management has concluded that as of December 31,
2014 our internal control over financial reporting was effective. Our independent registered public accounting firm issued an
attestation report concerning our internal control over financial reporting, which appears further in this Annual Report.

Changes in Internal Control over Financial Reporting-During the three months ended December 31, 2014, there were no
changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect,
our internal control for financial reporting.

Item 9B.

Other Information

None.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
ManTech International Corporation
Fairfax, Virginia

We have audited the internal control over financial reporting of ManTech International Corporation and subsidiaries (the
"Company") as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal
executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject
to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2014 of the Company
and our report dated February 20, 2015 expressed an unqualified opinion on those financial statements and financial statement
schedule.

/s/ DELOITTE & TOUCHE LLP

McLean, Virginia
February 20, 2015

Item 10.

Directors, Executive Officers and Corporate Governance

PART III

The information concerning our directors and executive officers required by Item 401 of Regulation S-K is included under
the captions “Election of Directors” and “Executive Officers,” respectively, in our definitive Proxy Statement to be filed with the
Securities and Exchange Commission (SEC) in connection with our 2015 Annual Meeting of Stockholders (the “2015 Proxy
Statement”), and that information is incorporated by reference in this Annual Report on Form 10-K.

The information required by Item 405 of Regulation S-K concerning compliance with Section 16(a) of the Exchange Act is
included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our 2015 Proxy Statement, and that
information is incorporated by reference in this Annual Report on Form 10-K.

Our Standards of Ethics and Business Conduct, which sets forth the policies comprising our code of conduct, satisfies the
SEC's requirements (including Item 406 of Regulation S-K) for a “code of ethics” applicable to our principal executive officer,
principal financial officer, principal accounting officer, controller or persons performing similar functions, as well as Nasdaq's
requirements for a code of conduct applicable to all directors, officers and employees. Among other principles, our Standards of
Ethics and Business Conduct includes guidelines relating to the ethical handling of actual or potential conflicts of interest,
compliance with laws, accurate financial reporting and procedures for promoting compliance with (and reporting violations of)
these standards. A copy of our Standards of Ethics and Business Conduct is available on the investor relations section of our
website: www.mantech.com. We are required to disclose any amendment to, or waiver from, a provision of our code of ethics
that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and persons
performing similar functions. We intend to use our website as a method of disseminating this disclosure as permitted by applicable
SEC rules.

The information required by Item 407(d)(4) of Regulation S-K concerning the Audit Committee is included under the caption
“Committees of the Board of Directors - Audit Committee” in our 2015 Proxy Statement and that information is incorporated by
reference in this Annual Report on Form 10-K.

The information required by Item 407(d)(5) of Regulation S-K concerning the designation of an audit committee financial
expert is included under the caption “Committees of the Board of Directors - Audit Committee” in our 2015 Proxy Statement and
that information is incorporated by reference in this Annual Report on Form 10-K.

Item 11.

Executive Compensation

The information required by this Item 11 is included under the captions “Non-Employee Director Compensation Table,”
“Certain Relationships and Related Person Transactions - Compensation Committee Interlocks and Insider Participation,”
“Compensation Committee Report” and “Compensation Discussion and Analysis” and the related text and tables in our 2015
Proxy Statement and that information is incorporated by reference in this Annual Report on Form 10-K.

Item 12.

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

The information required by Item 403 of Regulation S-K is included under the caption “Beneficial Ownership of Our Stock”

in our 2015 Proxy Statement, and that information is incorporated by reference in this Annual Report on Form 10-K.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2014 with respect to compensation plans (including individual

compensation arrangements) under which our equity securities are authorized for issuance.

Equity Compensation Plan Information

Number of
securities to
be issued
upon exercise
of
outstanding
options,
warrants and
rights
(a)

Weighted-
average
exercise price
of
outstanding
options,
warrants and
rights
(b)

Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)

3,391,032
—

3,391,032

32.76
—

32.76

3,908,967
—

3,908,967

Plan Category

Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total

1) The plan contains a formula that automatically increases the number of securities available for issuance. The plan provides
that the number of shares available for issuance under the plan automatically increases on the first trading day of January each
calendar year during the term of the plan by an amount equal to 1.5% of the total number of shares outstanding (including all
outstanding classes of common stock) on the last trading day in December of the immediately preceding calendar year, but
provides that in no event should any such annual increase exceed 1,500,000 shares. On January 2, 2015, there were 560,584
shares added to the plan under this provision.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is included under the captions “Certain Relationships and Related Person
Transactions” and “Corporate Governance - Director Independence” in our 2015 Proxy Statement and that information is
incorporated by reference in this Annual Report on Form 10-K.

Item 14.

Principal Accounting Fees and Services

The information required by this Item 14 is included under the caption “Ratification of Appointment of Independent Auditors”

in our 2015 Proxy Statement and that information is incorporated by reference in this Annual Report on Form 10-K.

PART IV

Item 15.

Exhibits, Financial Statement Schedule

(a) The following documents are filed as a part of this Annual Report on Form 10-K:

(1)

All financial statements:

DESCRIPTION

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Income and Loss for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Comprehensive Income and Loss for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
Notes to Consolidated Financial Statements

43
44
45
46
47
48
49

(2)

Financial statement schedule:

SCHEDULE
NO.

DESCRIPTION

Schedule II

Valuation and Qualifying Accounts for the years ended December 31, 2014, 2013 and 2012

(3)
Exhibits required by Item 601 of Regulation S-K (each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this annual report pursuant to Item 15(b) of this annual report is identified
in the Exhibit list below):

Exhibit

3.1

3.2

4.1

4.2

10.1

10.2*

10.3*

10.4*

10.5*

10.6*

10.7*

10.8*
18‡
21.1‡
23.1‡
24.1

31.1‡

31.2‡

32‡

101

Description
Second Amended and restated Certificate of Incorporation of the registrant as filed with the Secretary of State of
the State of Delaware on January 30, 2002 (incorporated herein by reference from registrant's Registration Statement
on Form S-1 (File No. 333-73946), as filed with the SEC on November 23, 2002, as amended).
Second Amended and Restated Bylaws of the registrant (incorporated herein by reference from registrant's Annual
Report on Form 10-K for the year ended December 31, 2003, as filed with the SEC on March 15, 2004, as amended).
Form of Common Stock Certificate (incorporated herein by reference from registrant's Registration Statement on
Form S-1 (File No. 333-73946), as filed with the SEC on November 23, 2002, as amended).
Indenture governing 7.25% Senior Notes due 2018, including the form of 7.25% Senior Notes due 2018, dated April
13, 2010, among ManTech International Corporation, the Guarantors named therein, and The Bank of New York
Mellon Trust Company, N.A., as trustee (incorporated herein by reference from the registrant's Current Report on
Form 8-K, as filed with the SEC on April 13, 2010).
Credit Agreement, dated June 13, 2014, by and among the registrant and a syndicate of lenders, including Bank of
America, N.A., acting as administrative agent for the lenders (incorporated herein by reference from the registrant's
Current Report on Form 8-K filed with the SEC on June 19, 2014).
Retention Agreement, effective as of January 1, 2002, between George J. Pedersen and the registrant (incorporated
herein by reference from registrant's Registration Statement on Form S-1 (File No. 333-73946), as filed with the
SEC on November 23, 2001, as amended).
ManTech International Corporation 2014 Executive Compensation Plan, adopted on March 6, 2014 in which our
executive officers and certain key senior executives participate (incorporated herein by reference from registrant's
Current Report on Form 8-K, as filed with the SEC on March 10, 2014).
Management Incentive Plan of ManTech International Corporation 2011 Restatement (incorporated herein by
reference from registrant's Current Report on Form 8-K, as filed with the SEC on May 16, 2011).

Form of Grant of Non-Qualified Stock Options granted under the Management Incentive Plan (incorporated herein
by reference from the registrant's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with
the SEC on February 24, 2012).

Standard Terms and Conditions for Non-Qualified Stock Options granted under the Management Incentive Plan
(incorporated herein by reference from registrant's Annual Report on Form 10-K for the year ended December 31,
2011, as filed with the SEC on February 24, 2012).

Form of Grant of Restricted Stock granted under the Management Incentive Plan (incorporated herein by reference
from registrant's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on
February 24, 2012).

Standard Terms and Conditions for Restricted Stock granted under the Management Incentive Plan (incorporated
herein by reference from registrant's Annual Report on Form 10-K for the year ended December 31, 2011, as filed
with the SEC on February 24, 2012).
Preferability Letter
Subsidiaries of the Registrant.
Independent Registered Public Accounting Firm Consent.
Power of Attorney (included on signature page).
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities
Exchange Act of 1934, as amended.
The following materials from ManTech International Corporation's Annual Report on Form 10-K for the year ended
December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets
at December 31, 2014 and 2013; (ii) Consolidated Statement of Income and Loss for the Years Ended December
31, 2014, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income and Loss for the Years Ended
December 31, 2014, 2013 and 2012; (iv) Consolidated Statements of Changes in Stockholders' Equity for the Years
Ended December 31, 2014, 2013 and 2012; (v) Consolidated Statements of Cash Flows for the Years Ended December
31, 2014, 2013 and 2012; and (vi) Notes to Consolidated Financial Statements.

* Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this report pursuant to item
15(a)(3).
‡ Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

MANTECH INTERNATIONAL CORPORATION

By:

Name:

Title:

Date:

/s/ GEORGE J. PEDERSEN

George J. Pedersen

Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)

February 20, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated. Each person whose signature appears
below hereby constitutes and appoints each of George J. Pedersen and Kevin M. Phillips as his attorney-in-fact and agent,
with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments to this
Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-
in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes
may do or cause to be done by virtue hereof.

Name and Signature

Title

Date

/s/ GEORGE J. PEDERSEN

Chairman of the Board of Directors

February 20, 2015

George J. Pedersen

and Chief Executive Officer
(Principal Executive Officer)

/s/ KEVIN M. PHILLIPS

Executive VP and Chief Financial Officer

February 20, 2015

Kevin M. Phillips

(Principal Financial Officer)

/s/ JUDITH L. BJORNAAS
Judith L. Bjornaas

Deputy Chief Financial Officer

(Principal Accounting Officer)

/s/ RICHARD L. ARMITAGE
Richard L. Armitage

/s/ MARY K. BUSH
Mary K. Bush

Director

/s/ BARRY G. CAMPBELL

Director

Barry G. Campbell

/s/ WALTER R. FATZINGER, JR.
Walter R. Fatzinger, Jr.

Director

/s/ RICHARD J. KERR

Director

Richard J. Kerr

/s/ KENNETH A. MINIHAN
Kenneth A. Minihan

Director

February 20, 2015

Valuation and Qualifying Accounts

SCHEDULE II

Activities in our allowance accounts for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands):

Balance at
Beginning of
Period

Doubtful Accounts
Charged to
Costs and
Expenses

Deductions

Other*

Balance at
End of
Period

2012

2013

2014

9,729

9,449

10,036

—

—
(165)

(280) $
587
$
(41) $

9,449

10,036

9,830

* Other represents doubtful account reserves released or recorded as part of net revenues for estimated customer disallowances.

Deferred Tax Asset Valuation

Balance at
Beginning of
Period

Charged to
Costs and
Expenses

Deductions

Other

2012

2013

2014

—

191

—

191

—

—
(127)

Balance at
End of
Period

— $

—

191

ManTech International Corporation

2014 Annual Report
2014 Annual Report

CORPORATION INFORMATION

FORWARD-LOOKING STATEMENT

Corporate Headquarters
ManTech International Corporation
12015 Lee Jackson Highway, Suite 800
Fairfax, VA 22033-3300
Main: 703-218-6000
Fax: 703-218-8296

Website
www.mantech.com

Employment
It is ManTech’s policy to recruit, hire, employ, train,
and promote persons in all job classifications without
regard to race, color, religion, sex, age, national origin,
disability, or any other characteristics protected by law.

SHAREHOLDER INFORMATION

Transfer Agent
Stockholders may obtain information with respect to
share position, transfer requirements, address changes,
lost stock certificates, and duplicate mailings by
writing or telephoning:

American Stock Transfer & Trust Co.
6201 15th Avenue, Brooklyn, NY 11219
Attn: Shareholder Services
800-937-5449 or 718-921-8124
www.amstock.com

Annual Meeting
ManTech’s Annual Meeting will be held on Thursday,
May 7, 2015, 11:00 am ET, at the Fair Lakes Hyatt,
Fairfax, VA

Class A Common Stock
Stock symbol: MANT
Listed: The NASDAQ Stock Market LLC

Independent Auditors
Deloitte & Touche LLP
McLean, VA

Investor Communications
Investors seeking the Form 10-K and additional
information about the company may call 703-218-
6000, write to Investor Relations at our corporate
headquarters, or email investor@mantech.com.
ManTech’s earnings announcements, news releases,
SEC filings, and other investor information are available
in the investors section of our website.

This summary annual report contains “forward-looking” statements
that ManTech believes to be within the definition in the Private
Securities Litigation Reform Act of 1995. Such statements involve
substantial risks and uncertainties, many of which are outside of
our control. Words such as “may,” “will,” “expect,” “intend,” “anticipate,”
“believe,” or “estimate,” or the negative of these terms or words of
similar import are intended to identify forward-looking statements.

Although forward-looking statements in this summary annual
report reflect our good-faith judgment, such statements can
only be based on facts and factors currently known by us and are
inherently subject to risks and uncertainties. Actual results and
outcomes may differ materially from the results and outcomes we
anticipate. Factors that could cause actual results to differ materially
from the results we anticipate, include, but are not limited to, the
following: adverse changes or delays in U.S. government spending
for programs we support due to cost cutting and efficiency
initiatives, changing mission priorities and other federal budget
constraints generally; delays in the competitive bidding process
caused by competitors’ protests of contract awards received by us
or other factors; uncertainty regarding the timing and nature of
government action to complete the budget and appropriations
process, continue federal government operations and otherwise
address budgetary constraints, or other factors; failure to compete
effectively for new contract awards or to retain existing U.S.
government contracts; failure to obtain option awards, task
orders or funding under contracts; renegotiation, modification or
termination of our contracts, or failure to perform in conformity
with contract terms or our expectations; failure to realize the
full amount of our backlog or adverse changes in the timing of
receipt of revenues under contracts included in backlog; failure to
successfully integrate recently acquired companies or businesses
into our operations or to realize any accretive or synergistic effects
from such acquisitions; failure to successfully identify and execute
future acquisitions; disruption of our business or damage to our
reputation resulting from security breaches in customer systems,
internal systems or service failures (including as a result of cyber or
other security threats) or employee or subcontractor misconduct;
adverse changes in business conditions that may cause our
investments in recorded goodwill to become impaired; non-
compliance with, or adverse changes in, complex U.S. government
procurement laws, regulations or processes; failure to maintain
strong relationships with other contractors; and adverse results of
U.S. government audits or other investigations of our government
contracts. These and other risk factors are more fully discussed
in the section entitled “Risks Factors” in ManTech’s Annual Report
on Form 10-K previously filed with the Securities and Exchange
Commission on Feb. 20, 2015, Item 1A of Part II of our Quarterly
Reports on Form 10-Q, and, from time to time, in ManTech’s other
filings with the Securities and Exchange Commission.

We urge you not to place undue reliance on these forward-looking
statements, which speak only as of the date of this summary
annual report. We undertake no obligation to update any of the
forward-looking statements made herein, whether as a result of
new information, subsequent events or circumstances, changes in
expectations or otherwise.

2_144032