8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2015

VECTRUS, INC.

(Exact name of Registrant as specified in its charter)

Indiana	0001-36341	38-3924636
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

655 Space Center Drive

Colorado Springs, CO 80915

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (719) 591-3600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Vectrus, Inc. (the "Company") on May 6, 2015 that includes financial information for the Company for the first quarter of 2015 and fiscal 2015 guidance. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

Mr. Kenneth Hunzeker, Chief Executive Officer and President, and Mr. Matthew Klein, Senior Vice President and Chief Financial Officer, will present the financial information for the Company for the first quarter of 2015 and fiscal 2015 guidance on May 7, 2015. A copy of the presentation is attached hereto and incorporated by reference herein as Exhibit 99.2. This information is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Vectrus, Inc. dated May 6, 2015
99.2	Presentation slides issued by Vectrus, Inc. on May 6, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2015	VECTRUS, INC.
	By:	/s/ Kathryn S. Lamping
	Its:	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 6, 2015, issued by Vectrus, Inc.
99.2	Presentation slides issued by Vectrus, Inc. on May 6, 2015

EX-99.1

_{Exhibit 99.1} 

PRESS RELEASE

CONTACT:

Investors

Mike Smith

719-637-5773

michael.smith@vectrus.com

Media

George Rhynedance

719-637-4182

george.rhynedance@vectrus.com

Vectrus Announces First Quarter 2015 Financial Results

• First quarter results tracking to full year guidance

• Phase-in operations on track to contribute later in 2015

• Core business continues to stabilize

• Reiterates 2015 annual guidance

COLORADO SPRINGS, Colo., May 6, 2015 — Vectrus, Inc. (NYSE:VEC) announced first quarter 2015 results which included revenue of $260.9 million, operating income of $9.4 million and diluted earnings per share of $0.46. For the quarter ended March 27, 2015, net cash used in operating activities was $27.2 million and free cash flow¹ use was $27.7 million.

"We are reporting financial results that are tracking to our annual guidance for 2015," said Ken Hunzeker, chief executive officer and president of Vectrus. "As we begin our first full year as an independent company, we remain optimistic about our backlog, our phase-in progress on the new business wins, and a stabilizing core business to deliver on our 2015 expectations."

Phase-in Progress

New business phase-ins are progressing as expected. The Turkey-Spain Base Maintenance contract team completed phase-in activities and assumed full-operating capability on March 28. The U.S. Army Corps of Engineers Enterprise Information Management and Information Technology Support Services contract team continues to successfully meet the milestone schedule and is expected to assume full operating capability by the end of July. The Thule Base Maintenance contract phase-in is proceeding as directed by the customer while the company waits for a decision

1

_{Exhibit 99.1} 

by the Court of Federal Claims regarding the award protests. Vectrus still expects new contract wins to contribute approximately $150 million in revenue in 2015.

Core Business Stabilizing

"We saw our non-Afghanistan business, which we refer to as "the core business," stabilize year over year at $217.3 million for the first quarter," said Hunzeker. "Afghanistan revenue in the first quarter was $43.6 million and in line with our expectations. We anticipate growth in our core business, primarily attributed to the new contract wins, which we expect will offset the revenue decline in Afghanistan contract activity."

First Quarter 2015 Results

• Revenue $260.9 million

• Operating income $9.4 million; adjusted operating income¹$9.5 million

• Operating margin 3.6 percent; adjusted operating margin¹3.6 percent

• Diluted earnings per share $0.46; adjusted diluted earnings per share¹ $0.47

First quarter 2015 revenue of $260.9 million declined $43.0 million or 14.2 percent compared to the first quarter of 2014. On an adjusted basis, first quarter 2015 revenue¹ of $260.9 million declined $35.7 million or 12.0 percent compared to the first quarter of 2014.

Programs based in Afghanistan contributed $43.6 million of revenue in the first quarter of 2015, down an anticipated $37.1 million compared to the first quarter of 2014. On an adjusted basis the declines were partially offset by an increase in our core business revenue, which we believe signifies stabilization of the core business.

Operating income was $9.4 million or 3.6 percent operating margin in the first quarter of 2015, compared to $17.6 million or 5.8 percent in the first quarter of 2014.

"On an adjusted basis, operating income¹ was $9.5 million or 3.6 percent operating margin in the first quarter of 2015, compared to $18.8 million or 6.3 percent in 2014," said Matt Klein, chief financial officer at Vectrus. "We remain committed to improving operating margin over time."

First quarter 2015 diluted earnings per share were $0.46 compared to $1.07 in 2014 and adjusted diluted earnings per share¹ were $0.47 compared to $1.15 in 2014.

For the quarter ended March 27, 2015, cash used in operating activities was $27.2 million compared to cash used in operating activities of $56.5 million during the same period in 2014. Free cash flow¹ used was $27.7 million for the quarter ended March 27, 2015, compared to $57.0 million used during the same period in 2014.

"While the first quarter resulted in the use of cash consistent with normal seasonal patterns, we witnessed significant improvement year over year," said Klein.

For the quarter ending March 27, 2015, book-to-bill² ratio was 0.6x. The Company ended the quarter with total backlog of $2.6 billion, which excludes the Oct. 2014 award of the Thule Base Maintenance contract. Funded backlog at March 27, 2015, was $696.8 million.

2

_{Exhibit 99.1} 

2015 Guidance

The company is reiterating its 2015 annual guidance which includes:

(In millions, except Adjusted Operating Margin and per share amounts)	2015 Guidance
Revenue	$1,100		to	$1,200
Adjusted Operating Margin 3	3.2	%	to	3.6	%
Free Cash Flow 4	$15		to	$19
Adjusted EPS, diluted 5	$1.76		to	$2.23

The Company notes that forward-looking statements of future performance made in this release are based upon current expectations and are subject to factors that could cause actual results to differ materially from those suggested here, including those factors set forth in the Safe Harbor Statement below.

Investor Call

Management representatives will conduct an investor briefing and conference call at 8 a.m. ET on Thursday, May 7, 2015. U.S.-based participants may dial in to the conference call at 888-430-8709, while international participants may dial 719-457-2628. Passcode for both is 1917873. For all other listeners, a live webcast of the briefing and conference call will be available on the Vectrus Investor Relations website at http://investors.vectrus.com.

A replay of the briefing will be posted on the Vectrus website shortly after completion of the call, and will remain available for one year. A telephonic replay will also be available through May 21 at 877-870-5176 (domestic) or 858-384-5517 (international) with passcode 1917873.

###

Footnotes:

¹ See “Key Performance Indicators and Non-GAAP Financial Measures.”

² Adjusted book-to-bill is the amount of adjusted funded orders divided by adjusted revenue for the period.

³ See “Key Performance Indicators and Non-GAAP Financial Measures.” Full year 2015 adjusted operating margin guidance excludes the pretax impact of separation costs incurred to become a stand-alone public company in the amount of $500K.

⁴ Full-year 2015 free cash flow guidance is GAAP net cash provided by operating activities less estimated capital expenditures of $2M.

⁵ See “Key Performance Indicators and Non-GAAP Financial Measures.” Full-year 2015 adjusted diluted EPS guidance reflects the impact, net of tax, of separation costs incurred to become a stand-alone public company in the amount of $320K or $.03 per share. The total number of estimated weighted average diluted common shares outstanding is 10.8M at Dec. 31, 2015.

About Vectrus

Vectrus is a leading, global government services company with a history in the services market that dates back more than 50 years. The company provides infrastructure asset management, information technology and network communication services, and logistics and supply chain

3

_{Exhibit 99.1} 

management services to U.S. government customers around the world. Vectrus is differentiated by operational excellence, superior program performance, a history of long-term customer relationships, and a strong commitment to their mission success. Vectrus is headquartered in Colorado Springs, Colo., and includes more than 5,000 employees spanning 85 locations in 15 countries. In 2014, Vectrus generated sales of $1.2 billion. For more information, visit our website at www.vectrus.com or connect with us on Facebook, Twitter, LinkedIn, and YouTube.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the "Act"): Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Act. These forward-looking statements include, but are not limited to, statements about the spin-off of Vectrus, Inc. (the "Company") from Exelis Inc. (The “Separation”), the terms and the effect of the separation and related matters, future strategic plans and other statements that describe the Company's business strategy, outlook, objectives, plans, intentions or goals, and any discussion of guidance or future operating or financial performance. Whenever used, words such as "may", "will", "likely", "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", "target", "could," "potential," "continue," or similar terminology. These statements are based on the beliefs and assumptions of the management of the company based on information currently available to management. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. The company undertakes no obligation to update our forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: risks and uncertainties relating to the spin-off, including whether the spin-off and related transactions will result in any tax liability, the operational and financial profile of the Company or any of its businesses after giving effect to the spin-off, and the ability of the Company to operate as an independent entity; economic, political and social conditions in the countries in which we conduct our businesses; changes in U.S. or international government defense budgets; protests of new awards; our ability to submit proposals for and/or win all potential opportunities in our pipeline; changes in technology, intellectual property matters, government regulations and compliance therewith, including changes to the Department of Defense procurement process; changes in technology; intellectual property matters; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; delays in completion of the U.S. Government's budget; our success in expanding our geographic footprint or broadening our customer base; our ability to realize the full amounts reflected in our backlog and retain and renew our existing contracts; impairment of goodwill; misconduct of our employees, subcontractors, agents and business partners; our ability to control costs; our level of indebtedness; subcontractor performance; economic and capital markets conditions; ability to retain and recruit qualified personnel; security breaches and other disruptions to our information technology and operations; changes in our tax provisions or exposure to additional income tax liabilities; changes in generally accepted accounting principles; and other factors described in Item Part I, Item 1A – “Risk Factors,” and elsewhere in our 2014 Annual Report on Form 10-K and described from time to time in our future reports filed with the Securities and Exchange Commission (SEC).

4

_{Exhibit 99.1} 

VECTRUS, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended
	March 27,			March 29,
(In thousands, except per share data)	2015			2014
Revenue	$	260,920		$	303,951
Cost of revenue	236,382			267,934
Selling, general and administrative expenses	15,183			18,461
Operating income	9,355			17,556
Interest (expense) income, net	(1,596		)	22
Income from continuing operations before income taxes	7,759			17,578
Income tax expense	2,794			6,343
Net income	$	4,965		$	11,235
Earnings per share ¹
Basic	$0.47			$1.07
Diluted	$0.46			$1.07
Weighted average common shares outstanding - basic	10,495			10,474
Weighted average common shares outstanding - diluted	10,780			10,474
¹ For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc.

5

_{Exhibit 99.1} 

VECTRUS, INC.

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS

	March 27,			December 31,
(In thousands, except share information)	2015			2014
Assets	(unaudited)
Current assets
Cash	$	28,749		$	42,823
Receivables	212,321			202,732
Costs incurred in excess of billings	9,601			7,112
Other current assets	22,658			10,883
Total current assets	273,329			263,550
Plant, property and equipment, net	8,480			8,920
Goodwill	216,930			216,930
Long-term debt issuance costs, net	3,331			3,516
Other non-current assets	6,705			6,575
Total non-current assets	235,446			235,941
Total Assets	$	508,775		$	499,491
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	104,446			114,487
Billings in excess of costs	10,773			5,806
Compensation and other employee benefits	33,187			36,580
Deferred tax liability	24,610			25,414
Short-term debt	16,375			11,375
Other accrued liabilities	52,156			37,073
Total current liabilities	241,547			230,735
Long-term debt	121,000			126,000
Deferred tax liability	74,070			75,337
Other non-current liabilities	13,105			13,544
Total non-current liabilities	208,175			214,881
Total liabilities	449,722			445,616
Commitments and contingencies
Shareholders' Equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized; No shares issued and outstanding	—			—
Common stock; $0.01 par value; 100,000,000 shares authorized; 10,528,031 and 10,484,974 shares issued and outstanding	105			105
Additional paid in capital	54,434			52,967
Retained earnings	8,296			3,331
Accumulated other comprehensive loss	(3,782		)	(2,528		)
Total shareholders' equity	59,053			53,875
Total Liabilities and Shareholders' Equity	$	508,775		$	499,491

6

_{Exhibit 99.1} 

VECTRUS, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended
(In thousands)	March 27, 2015			March 29, 2014
Operating activities
Net income	4,965			11,235
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization expense	920			735
Stock-based compensation	1,879			—
Amortization of debt issuance costs	185			—
Changes in assets and liabilities:
Receivables	(9,589		)	(42,219		)
Other assets	(14,409		)	(1,847		)
Accounts payable	(10,784		)	(9,087		)
Billings in excess of costs	4,967			(7,184		)
Deferred taxes	(2,071		)	(381		)
Compensation and other employee benefits	(3,393		)	(10,577		)
Other liabilities	101			2,874
Net cash used in operating activities	(27,229		)	(56,451		)
Investing activities
Purchases of capital expenditures	(465		)	(507		)
Net cash used in investing activities	(465		)	(507		)
Financing activities
Proceeds from insurance financing	14,857			—
Payment of employee withholding taxes on share-based compensation	(724		)	—
Transfer to Former Parent, net	—			53,913
Net cash provided by financing activities	14,133			53,913
Exchange rate effect on cash	(513		)	(38		)
Net change in cash	(14,074		)	(3,083		)
Cash-beginning of year	42,823			10,446
Cash-end of period	28,749			7,363
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	915		$	7
Income taxes paid	$	37		$	—
Non-cash investing activities:
Purchase of capital expenditures on account	$	34		$	24

7

_{Exhibit 99.1} 

Key Performance Indicators and Non-GAAP Financial Measures

The primary financial performance measures Vectrus uses to manage its business and monitor results of operations are revenue trends and operating income trends. In addition, we consider adjusted revenue, adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, and free cash flow, to be useful to management and investors in evaluating our operating performance for the periods presented, and to provide a tool for evaluating our ongoing operations. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives.

Adjusted revenue, adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, and free cash flow, however, are not measures of financial performance under generally accepted accounting principles in the United States of America (GAAP) and should not be considered a substitute for revenue, operating income, net income, diluted earnings per share, or net cash provided by operating activities as determined in accordance with GAAP. Reconciliations of adjusted revenue, adjusted operating income, adjusted net income, adjusted diluted earnings per share, and free cash flow are provided below.

“Adjusted revenue” is defined as revenue adjusted to exclude the TARS program revenue which has been retained by Exelis.

“Adjusted operating income” is defined as net income, adjusted to exclude income taxes, interest expense, TARS program operating income, and separation costs incurred to become a public company.

“Adjusted operating margin” is defined as net income, adjusted to exclude income taxes, interest expense, TARS program operating income, and separation costs incurred to become a public company, divided by adjusted revenue.

"Adjusted net income" is defined as net income, adjusted to exclude TARS program operating income and separation costs incurred to become a public company, net of taxes.

"Adjusted diluted earnings per share" is defined as net income, adjusted to exclude TARS program operating income and separation costs incurred to become a public company, net of taxes divided by the weighted average diluted common shares outstanding.

“Free cash flow” is defined as GAAP net cash provided by operating activities less capital expenditures.

(In thousands)	Three Months Ended
Adjusted Revenue (Non-GAAP Measure)	March 27, 2015		March 29, 2014
Revenue	$	260,920	$	303,951
TARS revenue ¹	—		(7,299		)
Adjusted revenue	$	260,920	$	296,652
¹ TARS program historical revenue, which has been retained by Exelis

8

_{Exhibit 99.1} 

(In thousands)	Three Months Ended
Adjusted Operating Income (Non-GAAP Measure)	March 27, 2015			March 29, 2014
Net income	$	4,965		$	11,235
Income taxes	2,794			6,343
Interest income (expense)	(1,596		)	22
Operating income	9,355			17,556
Operating margin	3.6		%	5.8		%
TARS operating income ¹ (pretax)	—			(902		)
Separation costs ² (pretax)	146			2,110
Adjusted operating income	$	9,501		$	18,764
Adjusted operating margin	3.6		%	6.3		%
¹ TARS program historical operating income, which has been retained by Exelis.
² Costs incurred to become a stand-alone public company

(In thousands, except for per share data)	Three Months Ended
Adjusted Diluted Earnings Per Share	March 27, 2015			March 29, 2014
Net income	$	4,965		$	11,235
TARS operating income ¹ (pretax)	—			(902		)
Separation costs ² (pretax)	146			2,110
Tax impact of adjustments	(53		)	(436		)
Adjusted net income	$	5,058		$	12,007
GAAP EPS - diluted	$0.46			$1.07
Adjusted EPS - diluted	$0.47			$1.15
Weighted average common shares outstanding - diluted	10,780			10,474
¹ TARS program historical operating income, which has been retained by Exelis.
² Costs incurred to become a stand-alone public company

(In thousands)	Three Months Ended
Free Cash Flow (Non-GAAP Measure)	March 27, 2015			March 29, 2014
Net cash used in operating activities	$	(27,229	)	$	(56,451	)
Subtract:
Capital expenditures	(465		)	(507		)
Free cash flow	$	(27,694	)	$	(56,958	)

9

_{Exhibit 99.1} 

SUPPLEMENTAL INFORMATION

	Three Months Ended
(In thousands)	March 27, 2015			March 29, 2014
Military branch	Revenue	% of Total		Revenue	% of Total
Army	236,262	91	%	270,116	89	%
Navy	6,459	2	%	5,695	2	%
Air Force	17,891	7	%	19,872	7	%
Marines	308	—	%	903	—	%
Other U.S Government¹	—	—	%	7,365	2	%
Total Revenue	260,920			303,951
¹ TARS program, which was retained by Exelis

	Three Months Ended
(in thousands)	March 27, 2015			March 29, 2014
Contract type	Revenue	% of Total		Revenue	% of Total
Firm-Fixed-Price	53,484	20	%	75,877	25	%
Cost-Plus and Cost Reimbursable ¹	207,436	80	%	228,074	75	%
Total Revenue	260,920			303,951
¹ Includes time and material contracts

	Three Months Ended
(In thousands)	March 27, 2015			March 29, 2014
Contract Relationship	Revenue	% of Total		Revenue	% of Total
Prime Contractor	231,606	89	%	257,876	85	%
Sub Contractor	29,314	11	%	46,075	15	%
Total Revenue	260,920			303,951

Source: Vectrus, Inc.

10

EX-99.2

VECTRUS FIRST QUARTER 2015 EARNINGS PRESENTATION KEN HUNZEKER CHIEF EXECUTIVE OFFICER AND PRESIDENT MATT KLEIN SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER MAY 7, 2015

SAFE HARBOR STATEMENT Page 2 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE “ACT”): CERTAIN MATERIAL PRESENTED HEREIN INCLUDES FORWARD-LOOKING STATEMENTS INTENDED TO QUALIFY FOR THE SAFE HARBOR FROM LIABILITY ESTABLISHED BY THE ACT. THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE SPIN-OFF OF VECTRUS, INC. (THE “COMPANY”) FROM EXELIS INC. (“THE SEPARATION”), THE TERMS AND THE EFFECT OF THE SEPARATION AND RELATED MATTERS, FUTURE STRATEGIC PLANS AND OTHER STATEMENTS THAT DESCRIBE THE COMPANY'S BUSINESS STRATEGY, OUTLOOK, OBJECTIVES, PLANS, INTENTIONS OR GOALS, AND ANY DISCUSSION OF GUIDANCE OR FUTURE OPERATING OR FINANCIAL PERFORMANCE. WHENEVER USED, WORDS SUCH AS “MAY,” “WILL,” “LIKELY,” "ANTICIPATE,“ "ESTIMATE,“ "EXPECT,“ "PROJECT,“ "INTEND,“ "PLAN,“ "BELIEVE,“ "TARGET,“ “COULD,” “POTENTIAL,” “CONTINUE,” OR SIMILAR TERMINOLOGY. THESE STATEMENTS ARE BASED ON THE BELIEFS AND ASSUMPTIONS OF THE MANAGEMENT OF THE COMPANY BASED ON INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE RESULTS CONTEMPLATED BY THE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY’S HISTORICAL EXPERIENCE AND OUR PRESENT EXPECTATIONS OR PROJECTIONS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: RISKS AND UNCERTAINTIES RELATING TO THE SPIN-OFF, INCLUDING WHETHER THE SPIN- OFF AND THE RELATED TRANSACTIONS WILL RESULT IN ANY TAX LIABILITY, THE OPERATIONAL AND FINANCIAL PROFILE OF THE COMPANY OR ANY OF ITS BUSINESSES AFTER GIVING EFFECT TO THE SPIN-OFF, AND THE ABILITY OF THE COMPANY TO OPERATE AS AN INDEPENDENT ENTITY; ECONOMIC, POLITICAL AND SOCIAL CONDITIONS IN THE COUNTRIES IN WHICH WE CONDUCT OUR BUSINESSES; CHANGES IN U.S. OR INTERNATIONAL GOVERNMENT DEFENSE BUDGETS; GOVERNMENT REGULATIONS AND COMPLIANCE THEREWITH, INCLUDING CHANGES TO THE DEPARTMENT OF DEFENSE PROCUREMENT PROCESS; PROTESTS OF NEW AWARDS; OUR ABILITY TO SUBMIT PROPOSALS FOR AND/OR WIN ALL POTENTIAL OPPORTUNITIES IN OUR PIPELINE, CHANGES IN TECHNOLOGY; INTELLECTUAL PROPERTY MATTERS; GOVERNMENTAL INVESTIGATIONS, REVIEWS, AUDITS AND COST ADJUSTMENTS; CONTINGENCIES RELATED TO ACTUAL OR ALLEGED ENVIRONMENTAL CONTAMINATION, CLAIMS AND CONCERNS; DELAYS IN COMPLETION OF THE U.S. GOVERNMENT’S BUDGET; OUR SUCCESS IN EXPANDING OUR GEOGRAPHIC FOOTPRINT OR BROADENING OUR CUSTOMER BASE; OUR ABILITY TO REALIZE THE FULL AMOUNTS REFLECTED IN OUR BACKLOG AND TO RETAIN AND RENEW OUR EXISTING CONTRACTS; IMPAIRMENT OF GOODWILL; MISCONDUCT OF OUR EMPLOYEES, SUBCONTRACTORS, AGENTS AND BUSINESS PARTNERS; OUR ABILITY TO CONTROL COSTS; OUR LEVEL OF INDEBTEDNESS; SUBCONTRACTOR PERFORMANCE; ECONOMIC AND CAPITAL MARKETS CONDITIONS; ABILITY TO RETAIN AND RECRUIT QUALIFIED PERSONNEL; SECURITY BREACHES AND OTHER DISRUPTIONS TO OUR INFORMATION TECHNOLOGY AND OPERATIONS; CHANGES IN OUR TAX PROVISIONS OR EXPOSURE TO ADDITIONAL INCOME TAX LIABILITIES; CHANGES IN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP); AND OTHER FACTORS SET FORTH IN ITEM PART I, ITEM 1A, “RISKS FACTORS,” AND ELSEWHERE IN OUR 2014 ANNUAL REPORT ON FORM 10-K AND DESCRIBED FROM TIME TO TIME IN OUR FUTURE REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC). THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW.

Q1 2015 HIGHLIGHTS Page 3 • First quarter results support full-year guidance o Revenue $260.9 million o Operating margin 3.6% o Diluted earnings per share (EPS) $0.46; adjusted diluted earnings per share (1) $0.47 o Net cash used in operating activities ($27.2) million; Free cash flow (2) ($27.7) million • Phase-ins on track o Turkey Spain o ACE-IT o Thule(3) • Continue to see core business stabilize • Afghanistan contracts revenue in line with expectations (1) Excludes the impact of separation costs incurred to become a stand-alone public company in connection with the September 27, 2014 spin-off from Exelis Inc. See Appendix for reconciliation. (2) Free cash flow is defined as Generally Accepted Accounting Principles in the United States of America (GAAP) net cash provided by operating activities less capital expenditures. See Appendix for reconciliation. (3) On October 31, 2014 the Thule contract was awarded to a Danish company owned by Vectrus. Protests filed with the GAO have been dismissed; however, all three competitors have filed subsequent protests with the Court of Federal Claims. We expect the Court of Federal Claims to issue a decision on the protests in 2015. As of March 27, 2015, we are moving forward with the phase-in, as directed by the customer.

VECTRUS ENVIRONMENT Page 4 • Update on 2015 contract re-competes o K-BOSSS o APS-5 Kuwait and Qatar o Maxwell Base Operating Services • Robust new business pipeline o Approx. $1 billion of proposals submitted and pending potential award(1), 100% for new business o $3 billion in potential new business opportunities identified for 2015 • Two IDIQ(1), awards subsequent to the first quarter o Seaport-E o Information Management Communications Services III (1) Indefinite Delivery Indefinite Quantity (IDIQ) contracts carry no value in the pipeline of potential proposals to be submitted until a specific task order is identified.

Q1 2015 FINANCIAL RESULTS Page 5 (In millions, except Operating Margin and Diluted Earnings Per Share) Q1 2015 Q1 2014 vs. 2014 Funded Orders 143.7$ 140.4$ 3.3$ Revenue 260.9$ 303.9$ (43.0)$ Operating Income 9.4$ 17.6$ (8.2)$ Operating Margin 3.6% 5.8% (220) bps Net Cash Used in Operating Activities (27.2)$ (56.4)$ 29.2$ Diluted Earnings Per Share (1) 0.46$ 1.07$ (0.61)$ First Quarter 2015 (In millio s, xcept Operating Margin and Diluted Earnings Per Share) Q1 2015 Q1 2014 vs. 2014 Funded Orders 143 7 1 0 26 7 Revenue 260.9$ 296.6$ (35.7)$ Operating Income 9 5 18 8 ( 3) Operating Mar in 3 6% 6 3% (270) bps Free Cash Flow (3) (27.7)$ (57.0)$ 29.3$ Diluted Earnings Per Share (1), (2) 0.47$ 1.15$ (0.68)$ First Quarter 2015 (1) For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. (2) Excludes historical results relating to the Tethered Aerostat Radar System (TARS) program which was retained by Exelis Inc. in connection with the spin-off and the impact of separation costs incurred to become a stand-alone public company. See Appendix for reconciliation. (3) Free Cash Flow is calculated as GAAP net cash provided by operating activities less capital expenditures. Adjusted Q1 2015 Financial Results(2)

BACKLOG(1) • Total Backlog(1) as of Q1 2015 of $2.6B (excludes Thule Base Maintenance contract award(2) until all protests are resolved); adjusted backlog(1) which includes the Thule Base Maintenance contract award(2) is $3.0B Page 6 (2) (1) Total backlog represents firm orders and potential options on multi-year contracts, excluding potential orders under Indefinite Delivery Indefinite Quantity (IDIQ) contracts. (2) On October 31, 2014 the Thule contract was awarded to a Danish company owned by Vectrus. Protests filed with the GAO have been dismissed; however, all three competitors have filed subsequent protests with the Court of Federal Claims. We expect the Court of Federal Claims to issue a decision on the protests in 2015. As of March 27, 2015, we are moving forward with the phase-in, as directed by the customer. ($B) $0.8 $0.7 $0.7 $2.1 $1.9 $1.9 $0.4 $- $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 Year Ending December 31, 2014 Q1 2015 Backlog with Thule Base Maintenance contract (2) Thule Unfunded Funded $2.9 $2.6 $3.0

2015 GUIDANCE SUMMARY PAGE 7 (1) All 2014 numbers, exclude TARS program historical results and separation costs. See Appendix for reconciliation. (2) 2015 adjusted operating margin excludes the pretax impact of 2015 separation costs, in the amount of $500K. (3) 2015 adjusted diluted EPS excludes the impact of 2015 separation costs, net of taxes, in the amount $320K or $.03 per share. EPS is calculated using the estimated weighted average diluted common shares outstanding for the year ended December 31, 2015 of 10.8 million. (4) Free Cash Flow is calculated as GAAP net cash provided by operating activities less capital expenditures. The 2015 estimated capital expenditures are $2M. $ mi l l ions , except per share amounts 2014 (1) 2015 Mid $Var % Var Revenue 1,100$ to 1,200$ 1,172$ 1,150$ (22)$ -1.9% Adjusted Operating Margin (2) 3.2% to 3.6% 4.3% 3.4% (90) BPS Adjusted Diluted EPS (3) 1.76$ to 2.23$ 2.80$ 1.99$ (0.81)$ -28.9% Fre Cash Flow (4) 15$ to 19$ 39.1$ 17.0$ (22.1)$ -56.5% 2015 Guidance

VECTRUS INVESTMENT HIGHLIGHTS Page 8 Strong Core Business Enduring Customer Relationships Significant Market Opportunity Large Pipeline of Potential Opportunities and Sound Growth Strategy Solid Financial Position

VECTRUS FIRST QUARTER 2015 EARNINGS PRESENTATION MAY 7, 2015

APPENDIX

RECONCILIATION OF NON-GAAP MEASURES (CONT.) Page 11 The primary financial performance measures Vectrus uses to manage its business and monitor results of operations are revenue trends and operating income trends. In addition, we consider adjusted revenue, adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, and free cash flow to be useful to management and investors in evaluating our operating performance for the periods presented, and to provide a tool for evaluating our ongoing operations. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives. Adjusted revenue, adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, free cash flow and adjusted funded orders, however, are not measures of financial performance under generally accepted accounting principles in the United States of America (GAAP) and should not be considered a substitute for revenue, operating income, net income, diluted earnings per share or net cash provided by operating activities as determined in accordance with GAAP. Reconciliations of adjusted revenue, adjusted operating income and free cash flow are provided below. “Adjusted revenue” is defined as revenue adjusted to exclude historical results relating to the TARS program which was retained by Exelis Inc. in connection with the spin-off. “Adjusted operating income” is defined as net income, adjusted to exclude income taxes, interest expense, TARS program operat ing income, and separation costs incurred to become a public company. “Adjusted operating margin” is defined as net income, adjusted to exclude income taxes, interest expense, TARS program operat ing income, and separation costs incurred to become a public company, divided by adjusted revenue. “Adjusted Net Income” is defined as net income, adjusted to exclude TARS program operating income and separation costs incurred to become a public company, net of taxes. “Adjusted Diluted Earnings Per Share” is defined as net income, adjusted to exclude TARS program operating income and separat ion costs incurred to become a public company, net of taxes, divided by the weighted average diluted common shares outstanding. “Free cash flow” is defined as GAAP net cash provided by operating activities less capital expenditures. “Adjusted funded orders” is defined as funded orders adjusted to exclude the TARS program. (In thousands) Adjust d R venue (Non-GAAP Measure) March 27, 2015 March 29, 2014 Revenue 260,920$ 303,951$ TARS revenue ¹ — (7,299) Adjusted revenue 260,920$ 296,652$ Three Months Ended ¹ TARS program historical revenue, which has been retained by Exelis

RECONCILIATION OF NON-GAAP MEASURES (CONT.) Page 12 (In thousands) Adjusted Operating Income (Non-GAAP Measure) March 27, 2015 March 29, 2014 Net income 4,965$ 11,235$ Income taxes 2,794 6,343 Interest income (expense) (1,596) 22 Operating income 9,355 17,556 Operating margin 3.6% 5.8% TARS operating income ¹ (pretax) — (902) Separation costs ² (pretax) 146 2,110 Adjusted operating income 9,501$ 18,764$ Adjusted operating margin 3.6% 6.3% Three Months Ended ¹ TARS program historical operating income, which has been retained by Exelis. ² Costs incurred to become a stand-alone public company (In thousands, except for per share data) Adjusted Diluted Earnings Per Share March 27, 2015 March 29, 2014 Net inc me 4,965$ 11,235$ TARS operating income ¹ (pretax) — (902) Separation costs ² (pretax) 146 2,110 Tax impact of adjustments (53) (436) Adjusted net income 5,058$ 12,007$ GAAP EPS - diluted 0.46$ 1.07$ Adjusted EPS - diluted 0.47$ 1.15$ Weighted average common shares outstanding - diluted 10,780 10,474 ² Costs incurred to become a stand-alone public company Three Months Ended ¹ TARS program historical operating income, which has been retained by Exelis.

RECONCILIATION OF NON-GAAP MEASURES (CONT.) Page 13 (In millions) Adjusted Funded Orders (Non-GAAP Measure) March 27, 2015 March 29, 2014 Orders 143.7$ 140.4$ TARS Orders ¹ — (23.4) Adjusted Orders 143.7$ 117.0$ Three Months Ended ¹ TARS program historical revenue, which has been retained by Exelis (In thousands) Free Cash Flow (Non-GAAP Measure) March 27, 2015 March 29, 2014 Net cash used in operating activities (27,229)$ (56,451)$ Subtract: Capital expenditures (465) (507) Free cash flow (27,694)$ (56,958)$ Three Months Ended