10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________

FORM 10-Q

__________________________________________

(Mark One)

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

For the quarterly period ended September 30, 2014

or

o 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	22-1852179
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
12015 Lee Jackson Highway, Fairfax, VA	22033
(Address of principal executive offices)	(Zip Code)

(703) 218-6000

(Registrant’s telephone number, including area code)

__________________________________________

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.    x  Yes    o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    o  No

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.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    o  Yes    x  No

As of October 29, 2014 there were outstanding 24,081,505 shares of our Class A common stock and 13,192,845 shares of our Class B common stock.

MANTECH INTERNATIONAL CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED September 30, 2014

INDEX

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013	3
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2014 and 2013	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	25
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 6.	Exhibits	26

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands Except Share Amounts)

	(unaudited)
	September 30, 2014			December 31, 2013
ASSETS
Cash and cash equivalents	$	54,639		$	269,001
Receivables-net	367,399			457,898
Prepaid expenses and other	14,048			19,384
Contractual inventory	—			3,962
Total Current Assets	436,086			750,245
Goodwill	850,970			752,867
Other intangible assets-net	159,513			152,523
Employee supplemental savings plan assets	30,888			31,765
Property and equipment-net	26,661			30,156
Other assets	4,391			5,846
TOTAL ASSETS	$	1,508,509		$	1,723,402
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	176,137		$	226,287
Accrued salaries and related expenses	68,963			56,617
Billings in excess of revenue earned	13,560			13,781
Deferred income taxes-current	2,143			—
Total Current Liabilities	260,803			296,685
Long-term debt	—			200,000
Deferred income taxes-non-current	59,678			48,093
Accrued retirement	31,363			33,565
Other long-term liabilities	11,119			11,288
TOTAL LIABILITIES	362,963			589,631
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 24,345,118 and 24,245,893 shares issued at September 30, 2014 and December 31, 2013; 24,101,005 and 24,001,780 shares outstanding at September 30, 2014 and December 31, 2013	243			242
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 September 30, 2014 and December 31, 2013	132			132
Additional paid-in capital	426,214			423,787
Treasury stock, 244,113 and 244,113 shares at cost at September 30, 2014 and December 31, 2013	(9,158		)	(9,158		)
Retained earnings	728,255			718,892
Accumulated other comprehensive loss	(140		)	(124		)
TOTAL STOCKHOLDERS’ EQUITY	1,145,546			1,133,771
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,508,509		$	1,723,402

See notes to condensed consolidated financial statements.

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MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Amounts)

	(unaudited) Three months ended September 30,						(unaudited) Nine months ended September 30,
	2014			2013			2014			2013
REVENUES	$	447,200		$	567,399		$	1,362,614		$	1,818,536
Cost of services	382,787			493,604			1,175,585			1,578,940
General and administrative expenses	37,681			41,756			116,185			132,515
OPERATING INCOME	26,732			32,039			70,844			107,081
Loss on extinguishment of debt	—			—			(10,074		)	—
Interest expense	(366		)	(4,104		)	(5,591		)	(12,217		)
Interest income	59			167			267			393
Other income (expense), net	67			(20		)	34			(64		)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS	26,492			28,082			55,480			95,193
Provision for income taxes	(10,739		)	(9,614		)	(22,263		)	(34,994		)
Equity in losses of unconsolidated subsidiaries	(266		)	(750		)	(388		)	(750		)
NET INCOME	$	15,487		$	17,718		$	32,829		$	59,449
BASIC EARNINGS PER SHARE:
Class A common stock	$	0.42		$	0.48		$	0.88		$	1.60
Class B common stock	$	0.42		$	0.48		$	0.88		$	1.60
DILUTED EARNINGS PER SHARE:
Class A common stock	$	0.41		$	0.48		$	0.88		$	1.60
Class B common stock	$	0.41		$	0.48		$	0.88		$	1.60

See notes to condensed consolidated financial statements.

4

MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

	(unaudited) Three months ended September 30,						(unaudited) Nine months ended September 30,
	2014			2013			2014			2013
NET INCOME	$	15,487		$	17,718		$	32,829		$	59,449
OTHER COMPREHENSIVE INCOME (LOSS):
Translation adjustments, net of tax	(4		)	(8		)	(16		)	(12		)
Total other comprehensive income (loss)	(4		)	(8		)	(16		)	(12		)
COMPREHENSIVE INCOME	$	15,483		$	17,710		$	32,813		$	59,437

See notes to condensed consolidated financial statements.

5

MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	(unaudited) Nine months ended September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	32,829		$	59,449
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,940			22,869
Deferred income taxes	12,500			15,352
Loss on extinguishment of debt	10,074			—
Stock-based compensation	3,323			3,955
Equity in losses of unconsolidated subsidiaries	388			750
Loss on retirement of property and equipment	232			—
Excess tax benefits from the exercise of stock options	(69		)	(53		)
Gain on sale of property and equipment	—			(400		)
Change in assets and liabilities—net of effects from acquired businesses:
Receivables-net	111,705			58,206
Contractual inventory	3,963			34,762
Prepaid expenses and other	4,849			9,418
Accounts payable and accrued expenses	(59,921		)	(63,701		)
Accrued salaries and related expenses	8,792			23,843
Billings in excess of revenue earned	(598		)	(106		)
Accrued retirement	(2,202		)	2,098
Other	983			(388		)
Net cash flow from operating activities	149,788			166,054
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses-net of cash acquired	(124,247		)	(11,382		)
Investment in capitalized software for internal use	(6,611		)	(1,816		)
Purchases of property and equipment	(2,756		)	(7,213		)
Investment in unconsolidated subsidiaries	(76		)	(330		)
Proceeds from sale of property and equipment	—			400
Proceeds from sale of investment	—			239
Net cash flow from investing activities	(133,690		)	(20,102		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior unsecured notes	(207,250		)	—
Borrowings under revolving credit facility	150,000			—
Repayments under revolving credit facility	(150,000		)	—
Dividends paid	(23,470		)	(23,379		)
Proceeds from exercise of stock options	1,878			1,144
Debt issuance costs	(1,687		)	—
Excess tax benefits from the exercise of stock options	69			53
Net cash flow from financing activities	(230,460		)	(22,182		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(214,362		)	123,770
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	269,001			134,896
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	54,639		$	258,666
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes	$	7,495		$	12,824
Cash paid for interest	$	8,360		$	8,314
Noncash investing and financing activities:
Employee stock ownership plan contributions	$	—		$	1,287

See notes to condensed consolidated financial statements.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

UNAUDITED

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, Energy and Justice, including the Federal Bureau of Investigation (FBI); the healthcare and space communities; and other U.S. federal government customers. We provide support to critical national security programs for approximately 50 federal agencies through approximately 1,000 current contracts. Our expertise includes: cyber security; command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR) solutions and services; information technology (IT) modernization and sustainment; intelligence/counterintelligence solutions and support; systems engineering; healthcare analytics and IT; global logistics support; test and evaluation; and environmental, range and sustainability services. 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 in numerous locations internationally.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations. We recommend that you read these unaudited condensed consolidated financial statements in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, previously filed with the SEC. We believe that the unaudited condensed consolidated financial statements in this Form 10-Q reflect all adjustments that are necessary to fairly present the financial position, results of operations and cash flows for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results that can be expected for the full year.

We classify indirect cost 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; however, total operating costs were not affected by this change.

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.

During the nine months endedSeptember 30, 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 condensed 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. We are still evaluating the fair value of assets acquired and liabilities assumed. We preliminarily recorded goodwill of $69.5 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

7

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 7.0 years.

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.

During the nine months endedSeptember 30, 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 condensed consolidated statement of income.

The purchase price of $45.0 million was preliminarily allocated to the underlying assets and liabilities based on their estimated fair value at the date of acquisition. We are still evaluating the fair value of assets acquired and liabilities assumed. We preliminarily recorded goodwill of $28.6 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 preliminarily 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 18.4 years.

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.

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

	7Delta Inc.			Allied Technology Group, Inc.
Cash and cash equivalents	$	1,408		$	712
Receivables	9,597			11,609
Prepaid expenses and other	584			1,320
Contractual inventory	—			1
Goodwill	69,477			28,626
Other intangible assets	7,762			7,071
Property and equipment	597			899
Other assets	39			146
Accounts payable and accrued expenses	(6,469		)	(3,081		)
Accrued salaries and related expenses	(1,399		)	(2,155		)
Billings in excess of revenue earned	(229		)	(148		)
Net assets acquired and liabilities assumed	$	81,367		$	45,000

ALTA Systems, Inc.—On January 8, 2013, we completed the acquisition of all equity interests in ALTA Systems, Inc. (ALTA). The results of ALTA's operations have been included in our consolidated financial statements since that date. The acquisition was

8

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 Holdings 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 for 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.

During the nine months endedSeptember 30, 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 condensed consolidated statement of income.

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 federal 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 17.1 years.

4. Earnings Per Share

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

In applying the two-class method, we determined that undistributed earnings should be allocated equally on a per share basis between Class A and Class B common stock. Under the Company’s 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 each of the nine months endedSeptember 30, 2014 and 2013, we declared and paid three quarterly dividends, each in the amount of $0.21 per share, on both classes of common stock.

Basic earnings per share has been computed by dividing net income available to common stockholders by the weighted average number of common shares 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 per share has been computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during each period.

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

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Distributed earnings	$	7,829	$	7,804	$	23,467	$	23,389
Undistributed earnings	7,658		9,914		9,362		36,060
Net income	$	15,487	$	17,718	$	32,829	$	59,449
Class A common stock:
Basic net income available to common stockholders	$	10,000	$	11,424	$	21,192	$	38,302
Basic weighted average common shares outstanding	24,061		23,944		24,024		23,896
Basic earnings per share	$	0.42	$	0.48	$	0.88	$	1.60
Diluted net income available to common stockholders	$	10,010	$	11,430	$	21,213	$	38,324
Effect of potential exercise of stock options	65		38		68		37
Diluted weighted average common shares outstanding	24,126		23,982		24,092		23,933
Diluted earnings per share	$	0.41	$	0.48	$	0.88	$	1.60
Class B common stock:
Basic net income available to common stockholders	$	5,487	$	6,294	$	11,637	$	21,147
Basic weighted average common shares outstanding	13,193		13,193		13,193		13,193
Basic earnings per share	$	0.42	$	0.48	$	0.88	$	1.60
Diluted net income available to common stockholders	$	5,477	$	6,288	$	11,616	$	21,125
Effect of potential exercise of stock options	—		—		—		—
Diluted weighted average common shares outstanding	13,193		13,193		13,193		13,193
Diluted earnings per share	$	0.41	$	0.48	$	0.88	$	1.60

For the three months endedSeptember 30, 2014 and 2013, options to purchase 2.5 million and 3.0 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because the options’ effect would have been anti-dilutive. For the nine months endedSeptember 30, 2014 and 2013, options to purchase 2.7 million and 3.3 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because the options’ effect would have been anti-dilutive. For the nine months endedSeptember 30, 2014 and 2013, shares issued from the exercise of stock options were 78 thousand and 54 thousand, respectively.

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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):

	September 30, 2014			December 31, 2013
Billed receivables	$	284,170		$	370,975
Unbilled receivables:
Amounts billable	78,862			84,582
Revenues recorded in excess of funding	11,753			9,743
Retainage	2,934			2,634
Allowance for doubtful accounts	(10,320		)	(10,036		)
Receivables-net	$	367,399		$	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 contract performance and approval of final indirect expense rates by the government. There is a contract with the U.S. Army that represents 4.1% and 15.3% of receivables-net at September 30, 2014 and December 31, 2013, respectively. Accounts receivable at September 30, 2014, are expected to be substantially collected within one year except for approximately $1.0 million, of which amount 87.2% is related to receivables from direct 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 the Company’s exposure to compliance issues, contractual issues and bad debt related to prime contractors.

6. Property and Equipment

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

	September 30, 2014			December 31, 2013
Furniture and equipment	$	43,633		$	50,989
Leasehold improvements	34,971			33,535
Property and equipment-gross	78,604			84,524
Accumulated depreciation and amortization	(51,943		)	(54,368		)
Property and equipment-net	$	26,661		$	30,156

7. Goodwill and Other Intangible Assets

During the nine months endedSeptember 30, 2014, there was an increase in goodwill related to the acquisitions of 7Delta and ATG. The changes in the carrying amounts of goodwill during the year ended December 31, 2013 and the period ended September 30, 2014 are as follows (in thousands):

Goodwill at December 31, 2012	$	861,912
Impairment	(118,427		)
Acquisitions	9,382
Goodwill at December 31, 2013	752,867
Acquisitions	98,103
Goodwill at September 30, 2014	$	850,970

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

	September 30, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Contract and program intangible assets	$	266,272	$	122,240	$	144,032	$	251,572	$	109,586	$	141,986
Capitalized software cost for internal use	34,163		18,746		15,417		34,083		23,617		10,466
Other	115		51		64		115		44		71
Total other intangible assets, net	$	300,550	$	141,037	$	159,513	$	285,770	$	133,247	$	152,523

Amortization expense relating to intangible assets for the three months endedSeptember 30, 2014 and 2013 was $5.2 million and $5.1 million, respectively. Amortization expense relating to intangible assets for the nine months endedSeptember 30, 2014 and 2013 was $15.2 million and $15.3 million, respectively. We estimate that we will have the following amortization expense for the future periods indicated below (in thousands):

For the remaining three months ending December 31, 2014	$	5,158
For the year ending:
December 31, 2015	$	18,833
December 31, 2016	$	16,682
December 31, 2017	$	14,706
December 31, 2018	$	13,212
December 31, 2019	$	11,330

8. Debt

Revolving Credit Facility—We maintain a credit facility 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, which are amortized over the term of the amended and restated credit agreement.

Borrowings under our revolving credit facility 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) base rate plus market-rate spreads (1.25% to 2.25% based on the Company's consolidated total leverage ratio) or Bank of America's base rate plus market spreads (0.25% to 1.25% based on the Company's 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 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 maintenance of 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 September 30, 2014, we were in compliance with the financial covenants under the credit agreement.

There was no outstanding balance on our revolving credit facility at both September 30, 2014 and December 31, 2013. The maximum available borrowing under our revolving credit facility at September 30, 2014 was $499.2 million. As of September 30, 2014, we were contingently liable under letters of credit totaling $0.8 million, which reduced our availability to borrow under our revolving credit facility.

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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 condensed consolidated statement of income during the nine months endedSeptember 30, 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 the Company’s 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 the Company’s U.S. government contracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including repayment, fines or penalties being imposed upon the Company, or could lead to suspension or debarment from future U.S. government contracting activities. Management believes it has adequately reserved for any losses that may be experienced from any investigation of which it is aware. We have settled all incurred cost submissions through 2005 with the Defense Contract Management Agency (DCMA) Corporate Administrative Contracting Officer (CACO). Settlements of the 2006 through 2013 incurred cost submission 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.

10. 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 31^st of the previous year, resulting in 557,894 additional shares available for issuance under the Plan on January 2, 2014. Through September 30, 2014, the remaining aggregate number of shares of our common stock authorized for issuance under the Plan was 4,254,302. Through September 30, 2014, there were 4,715,534 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 three months endedSeptember 30, 2014 and 2013, we recorded $1.1 million and $1.2 million of stock-based compensation expense, respectively. For the nine months endedSeptember 30, 2014 and 2013, we recorded $3.3 million and $4.0 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 nine months endedSeptember 30, 2014 and 2013, the total recognized tax deficiency from the exercise of stock options, vested cancellations and the vesting of restricted stock was $2.8 million and $2.0 million, respectively.

Stock Options—We typically issue options that vest over three years in equal annual 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 nine months endedSeptember 30, 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 the 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 nine months endedSeptember 30, 2014 and 2013:

Volatility—The expected volatility of the options granted was estimated based upon historical volatility of the Company’s share price through weekly observations of the Company’s trading history.

Expected Term—The expected term of options granted to employees during the nine months endedSeptember 30, 2014 and 2013 was determined from historical exercises of the grantee population. For all grants valued during the nine months ended

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September 30, 2014 and 2013, the options had graded vesting over three years in equal annual installments beginning on the first anniversary of the date of 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 nine months endedSeptember 30, 2014 and 2013:

	Nine months ended September 30,
	2014		2013
Volatility	29.88	%	32.45	%
Expected life of options	3 years		3 years
Risk-free interest rate	0.85	%	0.44	%
Dividend yield	3.00	%	3.00	%

Stock Option Activity—During the nine months endedSeptember 30, 2014, we granted stock options to purchase 492,004 shares of Class A common stock at a weighted-average exercise price of $29.17 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 nine months endedSeptember 30, 2014 and 2013, as determined under the Black-Scholes-Merton valuation model, was $4.90 and $4.81, 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 nine months endedSeptember 30, 2014 and 2013 had a combined fair value of $2.6 million and $4.6 million, respectively.

The following table summarizes stock option activity for the year ended December 31, 2013 and the nine months endedSeptember 30, 2014:

	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Stock options at December 31, 2012	3,421,196		$	38.61	$	626
Granted	957,525		$	27.42
Exercised	(79,567	)	$	22.75	$	400
Cancelled and expired	(899,034	)	$	39.84
Stock options at December 31, 2013	3,400,120		$	35.51	$	4,488
Granted	492,004		$	29.17
Exercised	(78,225	)	$	23.45	$	463
Cancelled and expired	(688,056	)	$	42.20
Stock options at September 30, 2014	3,125,843		$	33.34	$	431

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The following table summarizes non-vested stock options for the nine months endedSeptember 30, 2014:

	Number of Shares		Weighted Average Fair Value
Non-vested stock options at December 31, 2013	1,567,945		$	5.51
Granted	492,004		$	4.90
Vested	(362,835	)	$	7.20
Cancelled	(101,700	)	$	5.12
Non-vested stock options at September 30, 2014	1,595,414		$	4.96

The following table includes information concerning stock options exercisable and stock options expected to vest at September 30, 2014:

	Number of Shares	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Stock options exercisable	1,530,429	2.0	$	38.52	$	226
Stock options expected to vest	1,441,512	4.0	$	28.38	$	193
Stock options exercisable and expected to vest	2,971,941

Unrecognized compensation expense related to outstanding stock options expected to vest as of September 30, 2014 was $4.7 million, which is expected to be recognized over a weighted-average period of 1.7 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 issued to employees vest over three years in equal annual installments beginning on the first anniversary of the grant date, contingent upon employment with the Company on the vesting dates. Restricted shares issued to members of 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 year ended December 31, 2013 and the nine months endedSeptember 30, 2014:

	Number of Shares		Grant Date Fair Value (in thousands)
Non-vested restricted stock at December 31, 2012	27,333
Granted	24,000		$	664
Vested	(30,333	)	$	825
Forfeited	—
Non-vested restricted stock at December 31, 2013	21,000
Granted	21,000		$	643
Vested	(21,000	)	$	581
Forfeited	—
Non-vested restricted stock at September 30, 2014	21,000

11. 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 federal 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.

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Army Tank-Automotive Armament Command (TACOM) contract accounted for 7.8% and 20.8% of our revenues and 6.0% and 14.7% of our operating income for the nine months endedSeptember 30, 2014 and 2013, respectively. Revenues from the U.S. government under prime contracts and subcontracts were approximately 98.8% and 99.0% of our revenues for the nine months endedSeptember 30, 2014 and 2013, respectively. We treat sales to U.S. government customers as sales within the United States regardless of where the services are performed. Furthermore, substantially all of our assets from continuing operations were held in the United States for the three and nine months endedSeptember 30, 2014 and year ended December 31, 2013.

Revenues by geographic customer and the related percentages for the three and nine months endedSeptember 30, 2014 and 2013 were as follows (dollars in thousands):

	Three months ended September 30,								Nine months ended September 30,
	2014				2013				2014				2013
United States	$	446,062	99.7	%	$	566,261	99.8	%	$	1,358,846	99.7	%	$	1,815,078	99.8	%
International	1,138		0.3	%	1,138		0.2	%	3,768		0.3	%	3,458		0.2	%
	$	447,200			$	567,399			$	1,362,614			$	1,818,536

12. 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, but do not control, 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 $259 thousand and $750 thousand in equity method losses for the three months endedSeptember 30, 2014 and 2013, respectively. We recorded $381 thousand and $750 thousand in equity method losses for the nine months endedSeptember 30, 2014 and 2013, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties, many of which are outside of our control. ManTech International Corporation (depending on the circumstances, “ManTech,” “Company,” “we,” “our,” “ours” or “us”) believes these statements to be within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and other similar words. 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 Quarterly 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, 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 or other federal budget constraints generally;

• uncertainty regarding the timing and nature of government action to complete the budget and appropriations process, continue federal government operations or address other 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;

• delays in the competitive bidding process caused by competitors' protests of contract awards received by us or other factors;

• 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 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;

• 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;

• adverse results of U.S. government audits or other investigations of our government contracts; and

• 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.

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report. These and other risk factors are more fully described and discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and under Item 1A. of Part II of our Quarterly Reports on Form 10-Q, and from time to time, in our other filings with the Securities and Exchange Commission (SEC). We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. We also suggest that you carefully review and consider the various disclosures made in this Quarterly Report that attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

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Introduction and 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, Energy and Justice, including the Federal Bureau of Investigations (FBI); the healthcare and space communities; and other U.S. federal 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 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 awards from 2013 and the first nine months of 2014 have had continued impacts in 2014. 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.

We recommend that you read this discussion and analysis in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, previously filed with the SEC.

Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013

The following table sets forth certain items from our condensed consolidated statement of income and the relative percentage that certain items of expenses and earnings bear to revenues, as well as the period-to-period change from September 30, 2013 to September 30, 2014.

	Three months ended September 30,										Period-to-Period Change
	2014			2013			2014		2013		2013 to 2014
	Dollars						Percentage				Dollars			Percentage
	(dollars in thousands)
REVENUES	$	447,200		$	567,399		100.0	%	100.0	%	$	(120,199	)	(21.2	)%
Cost of services	382,787			493,604			85.6	%	87.0	%	(110,817		)	(22.5	)%
General and administrative expenses	37,681			41,756			8.4	%	7.4	%	(4,075		)	(9.8	)%
OPERATING INCOME	26,732			32,039			6.0	%	5.6	%	(5,307		)	(16.6	)%
Interest expense	(366		)	(4,104		)	0.1	%	0.7	%	3,738			(91.1	)%
Interest income	59			167			—	%	—	%	(108		)	(64.7	)%
Other income (expense), net	67			(20		)	—	%	—	%	87			(435.0	)%
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS	26,492			28,082			5.9	%	4.9	%	(1,590		)	(5.7	)%
Provision for income taxes	(10,739		)	(9,614		)	2.4	%	1.7	%	(1,125		)	11.7	%
Equity in losses of unconsolidated subsidiaries	(266		)	(750		)	—	%	0.1	%	484			(64.5	)%
NET INCOME	$	15,487		$	17,718		3.5	%	3.1	%	$	(2,231	)	(12.6	)%

Revenues

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-Resistance Ambush-Protected (MRAP) vehicles and reduced demand for field service support on C4ISR systems.

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Cost of services

The decrease in cost of services was primarily due to reductions in revenues. As a percentage of revenues, direct labor costs were 42.7% for the three months endedSeptember 30, 2014, compared to 38.3% 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, were 42.9% for the three months endedSeptember 30, 2014, compared to 48.7% for the same period in 2013.

General and administrative expenses

The decrease in general and administrative expenses was due to cost reduction measures as well as certain cost 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. Without this classification change, general and administrative costs would have increased primarily due to increases in bid and proposal costs as well as investments in strategic initiatives. While overall general and administrative expenses decreased, general and administrative expenses as a percentage of revenues increased for the three months endedSeptember 30, 2014 when compared to the same period in 2013, largely due to the decline in revenues relative to levels of indirect spending.

Interest expense

The decrease in interest expense was primarily due to the redemption of the 7.25% senior unsecured notes on April 15, 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 40.9% and 35.2% for the three months endedSeptember 30, 2014 and 2013, respectively. The increase in the effective tax rate is attributable to 2013 tax credits that are no longer available in 2014, a tax basis deduction on an investment taken in 2013 and lower gains in our deferred compensation plan.

Equity in losses of unconsolidated subsidiaries

We account for our investment in the Fluor-ManTech Logistics Solutions, LLC under the equity method of accounting. We recorded$0.3 millionand$0.8 millionin equity method losses for thethree months endedSeptember 30, 2014 and 2013, respectively.

Net income

The decrease in net income was due to the reduction in revenues and margin pressure due to the competitive marketplace and investments the company is making in strategic initiatives.

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Nine Months EndedSeptember 30, 2014 Compared to the Nine Months EndedSeptember 30, 2013

The following table sets forth certain items from our condensed consolidated statement of income and the relative percentage that certain items of expenses and earnings bear to revenues, as well as the period-to-period change from September 30, 2013 to September 30, 2014.

	Nine months ended September 30,										Period-to-Period Change
	2014			2013			2014		2013		2013 to 2014
	Dollars						Percentage				Dollars			Percentage
	(dollars in thousands)
REVENUES	$	1,362,614		$	1,818,536		100.0	%	100.0	%	$	(455,922	)	(25.1	)%
Cost of services	1,175,585			1,578,940			86.3	%	86.8	%	(403,355		)	(25.5	)%
General and administrative expenses	116,185			132,515			8.5	%	7.3	%	(16,330		)	(12.3	)%
OPERATING INCOME	70,844			107,081			5.2	%	5.9	%	(36,237		)	(33.8	)%
Loss on extinguishment of debt	(10,074		)	—			0.7	%	—	%	(10,074		)	(100.0	)%
Interest expense	(5,591		)	(12,217		)	0.4	%	0.7	%	6,626			(54.2	)%
Interest income	267			393			—	%	—	%	(126		)	(32.1	)%
Other income (expense), net	34			(64		)	—	%	—	%	98			(153.1	)%
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS	55,480			95,193			4.1	%	5.2	%	(39,713		)	(41.7	)%
Provision for income taxes	(22,263		)	(34,994		)	1.7	%	1.9	%	12,731			(36.4	)%
Equity in losses of unconsolidated subsidiaries	(388		)	(750		)	—	%	—	%	362			(48.3	)%
NET INCOME	$	32,829		$	59,449		2.4	%	3.3	%	$	(26,620	)	(44.8	)%

Revenues

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-Resistance 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. We expect the withdrawal from Afghanistan to continue to negatively impact revenues related to our contracts that support OCO during the remainder of 2014.

Cost of services

The decrease in cost of services was primarily due to lower revenues. As a percentage of revenues, direct labor costs were 43.1% for the nine months endedSeptember 30, 2014, compared to 37.3% for the same period in 2013, which was primarily due to the decrease in direct costs on OCO related contracts and fewer deliveries of equipment on an intelligence contract. 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 43.2% for the nine months endedSeptember 30, 2014, compared to 49.5% for the same period in 2013 due to a reduction in other direct costs on our OCO related contracts. We expect cost of services as a percentage of revenues to remain relatively stable for the remainder of the year.

General and administrative expenses

The decrease in general and administrative expenses was due to cost reduction measures as well as certain cost 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

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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. While overall general and administrative expenses decreased, general and administrative expenses as a percentage of revenues increased for the nine months endedSeptember 30, 2014 when compared to the same period in 2013, largely due to the decline in revenues relative to levels of indirect spending. We expect general and administrative expenses as a percentage of revenues to remain relatively stable for the remainder of the year.

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 nine months endedSeptember 30, 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 interest expense to remain consistent with the third quarter for the remainder of the year.

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 40.4% and 37.1% for the nine months endedSeptember 30, 2014 and 2013, respectively. The increase in the effective tax rate is attributable to 2013 tax credits that are no longer available in 2014, a tax basis deduction on an investment taken in 2013 and lower gains in our deferred compensation plan. We expect the effective tax rate to remain consistent for the remainder of the year.

Equity in losses of unconsolidated subsidiaries

We account for our investment in the Fluor-ManTech Logistics Solutions, LLC under the equity method of accounting. Werecorded $0.4 million and $0.8 million in equity method losses for the nine months endedSeptember 30, 2014 and 2013, respectively. We expect the equity in losses of unconsolidated subsidiaries to decrease for the remainder of the year.

Net income

The decrease in net income was due to the reduction in revenues and margin pressure due to the competitive market place, loss on extinguishment of debt, and investments the company is making in strategic initiatives. While the loss on extinguishment of debt was a one-time event, we expect the competitive marketplace and budgetary constraints of our customers to continue to adversely impact net income.

Backlog

At September 30, 2014 and December 31, 2013, our backlog was $3.5 billion and $3.9 billion, respectively, of which $0.9 billion and $1.1 billion, respectively, was funded backlog. Backlog represents estimates that we calculate on a consistent basis. For additional information on how we compute backlog, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, previously filed with the SEC.

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 September 30, 2014, the Company's cash and cash equivalents balance was $54.6 million. There were no outstanding borrowings under our revolving credit facility at September 30, 2014. At September 30, 2014, we were contingently liable under letters of credit totaling $0.8 million, which reduced our ability to borrow under our revolving credit facility by that amount. The maximum available borrowing under our revolving credit facility at September 30, 2014 was $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,

21

or $207.3 million. For additional information concerning our revolving credit facility and 7.25% senior unsecured notes, see Note 8 to our condensed consolidated financial statements in Item 1.

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 is necessary from time to time to borrow under our revolving credit facility to meet cash demands.

Cash Flows from Operating Activities

Our operating cash flows are 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 74 and 78 as of September 30, 2014 and 2013, respectively. For the nine months endedSeptember 30, 2014 and 2013, our net cash flows from operating activities were $149.8 million and $166.1 million, respectively. The decrease in net cash flows from operating activities during the nine months endedSeptember 30, 2014 when compared to the same period in 2013 was primarily due to a decrease in contractual inventory, lower net income and timing of accrued salaries; partially offset by timing of accounts receivables.

Cash Flows from Investing Activities

Our cash flows from investing activities consist primarily of business combinations, purchases of property and equipment and investments in capitalized software for internal use. For the nine months endedSeptember 30, 2014 and 2013, our net cash outflows from investing activities were $133.7 million and $20.1 million, respectively. During the nine months endedSeptember 30, 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. During the nine months endedSeptember 30, 2013, our net cash outflows from investing activities were primarily due to the acquisition of ALTA Systems, Inc. and capital expenditures.

Cash Flows from Financing Activities

For the nine months endedSeptember 30, 2014 and 2013, our net cash outflows from financing activities were $230.5 million and $22.2 million, respectively. During the nine months endedSeptember 30, 2014, our net cash outflows from financing activities resulted primarily from repayments of our 7.25% senior unsecured notes and dividends paid. During thenine months endedSeptember 30, 2013, our net cash outflows from financing activities resulted primarily from dividends paid.

Capital Resources

We believe the capital resources available to us from cash on hand of $54.6 million at September 30, 2014, the $500.0 million available 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 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 borrowing or issuance of debt or 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 under our revolving credit facility bear interest at one of the following variable rates as selected by the Company at the time of the borrowing: a LIBOR based rate plus market spreads (1.25% to 2.25% based on the Company's consolidated total leverage ratio) or Bank of America's base rate plus market spreads (0.25% to 1.25% based on the Company's 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 each of the nine months endedSeptember 30, 2014 and 2013, we declared and paid three 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 that our Board of Directors deems relevant.

22

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 condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts 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 accounting policies and practices listed below, are more fully described and discussed in the notes to the consolidated financial statements for the fiscal year 2013 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014.

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 reimbursement 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-material contracts, revenues are recognized to the extent of billable rates times hours delivered plus material 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 is 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 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 revenue 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 the 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 and 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.

23

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. An entity may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. 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 value to its assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of the 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 calculated based on 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 actual arm's length transactions. 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, which we then compare to the control premiums in comparable transactions to assess the reasonableness of our calculations.

We have elected to perform our annual review during the second quarter of each calendar year. 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 of 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 goodwill, differences in assumptions may have a material effect on the results of our goodwill impairment analysis.

Accounting Standards Updates

On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 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.

Other accounting standards updates effective after September 30, 2014, are not expected to have a material effect on the company’s consolidated financial position or its annual results of operations and cash flows.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks relates to changes in interest rates for borrowing under our revolving credit facility. There was no outstanding balance on our revolving credit facility at September 30, 2014. 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 $12 thousand for the nine months endedSeptember 30, 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 securities can have maturities exceeding six months and the weighted average maturity of the portfolio cannot exceed 60 days.

Item 4. Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures. 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 Quarterly Report on Form 10-Q, 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.

It should be noted that 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. 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. As a result, our disclosure controls and procedures are designed to provide reasonable assurance that such disclosure controls and procedures will meet their objectives.

As of September 30, 2014, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), management evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level described above.

There were no changes in our internal control over financial reporting during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

25

PART II – OTHER INFORMATION

Item 1. 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 Defense Contract Auditing Agency. In addition to these routine audits, we are subject from time to time to audits and investigations by other agencies of the federal 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 are 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 federal government or a particular agency, or civil or criminal proceedings seeking penalties and/or fines. Audits and investigations conducted by the federal 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, operating results or cash flows.

Item 1A. Risk Factors

There have been no material changes from the risk factors described in the "Risk Factors" section of our Annual Report on the Form 10-K for the year ended December 31, 2013.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K:

Exhibit	Description of Exhibit
31.1‡	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2‡	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32‡	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
101	The following materials from the ManTech International Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2014 and December 31, 2013; (ii) Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2014 and 2013; (iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013; (iv) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013; and (v) Notes to Condensed Consolidated Financial Statements.

* Management contract or compensatory plan or arrangement.

‡ Filed herewith.

26

SIGNATURES

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

		MANTECH INTERNATIONAL CORPORATION
		By:	/s/    GEORGE J. PEDERSEN
Date:	October 31, 2014	Name:	George J. Pedersen
		Title:	Chairman of the Board of Directors and Chief Executive Officer

		By:	/s/    KEVIN M. PHILLIPS
Date:	October 31, 2014	Name:	Kevin M. Phillips
		Title:	Chief Financial Officer

27

EX-31.1

Exhibit 31.1

CERTIFICATION

I, George J. Pedersen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ManTech International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 31, 2014

By:	/s/    GEORGE J. PEDERSEN
Name:	George J. Pedersen
Title:	Chairman of the Board of Directors and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kevin M. Phillips, certify that:

1. I have reviewed this quarterly report on Form 10-Q of ManTech International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 31, 2014

By:	/s/    KEVIN M. PHILLIPS
Name:	Kevin M. Phillips
Title:	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the ManTech International Corporation (the “Company”) Quarterly Report on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, George J. Pedersen, Chairman of the Board and Chief Executive Officer of the Company, and Kevin M. Phillips, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 31, 2014

By:	/s/    GEORGE J. PEDERSEN
Name:	George J. Pedersen
Title:	Chairman of the Board of Directors and Chief Executive Officer

By:	/s/    KEVIN M. PHILLIPS
Name:	Kevin M. Phillips
Title:	Chief Financial Officer

XML

Debt (Senior Unsecured Notes) (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Apr. 15, 2014 7.25% Senior Unsecured Notes [Member]	Apr. 13, 2010 7.25% Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage						7.25%
Debt Instrument, Face Amount						$ 200,000,000
Debt Instrument, Redemption Price, Percentage					103.625%
Debt Instrument, Redemption Price, Amount					207,300,000
Loss on extinguishment of debt	$ 0	$ 0	$ (10,074,000)	$ 0

XML

Equity Method Investments (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Schedule of Equity Method Investments [Line Items]
Equity in losses of unconsolidated subsidiaries	$ 266	$ 750	$ 388	$ 750
Fluor-ManTech Logistics Solutions, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%	50.00%	50.00%	50.00%
Equity in losses of unconsolidated subsidiaries	$ 259	$ 750	$ 381	$ 750

XML

Business Segment and Geographic Area Information (Narrative) (Details)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting Information [Line Items]
Number of Reportable Segments	1
U.S. Army Tank-Automotive Armament Command (TACOM) [Member] | Revenues [Member]
Segment Reporting Information [Line Items]
Percentage	7.80%	20.80%
U.S. Army Tank-Automotive Armament Command (TACOM) [Member] | Operating Income [Member]
Segment Reporting Information [Line Items]
Percentage	6.00%	14.70%
U.S. government under prime contracts and subcontracts [Member] | Revenues [Member]
Segment Reporting Information [Line Items]
Percentage	98.80%	99.00%

XML

Property and Equipment (Property and Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property and equipment-gross	$ 78,604	$ 84,524
Accumulated depreciation and amortization	(51,943)	(54,368)
Property and equipment-net	26,661	30,156
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment-gross	43,633	50,989
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment-gross	$ 34,971	$ 33,535

XML

Business Segment and Geographic Area Information (Tables)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Schedule of Revenues by Geographic Customer and Related Percentage of Total Revenues [Table Text Block]

Revenues by geographic customer and the related percentages for the three and nine months endedSeptember 30, 2014 and 2013 were as follows (dollars in thousands):

	Three months ended September 30,								Nine months ended September 30,
	2014				2013				2014				2013
United States	$	446,062	99.7	%	$	566,261	99.8	%	$	1,358,846	99.7	%	$	1,815,078	99.8	%
International	1,138		0.3	%	1,138		0.2	%	3,768		0.3	%	3,458		0.2	%
	$	447,200			$	567,399			$	1,362,614			$	1,818,536

XML

Stock-Based Compensation (Schedule of Share-based Compensation, Stock Options, Activity) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Dec. 31, 2012
Share-based Payment Award, Options, Outstanding [Roll Forward]
Stock options, Number of Shares, Period Start	3,400,120	3,421,196	3,421,196
Granted, Number of Shares	492,004		957,525
Exercised, Number of Shares	(78,225)	(54,000)	(79,567)
Cancelled and expired, Number of Shares	(688,056)		(899,034)
Stock options, Number of Shares, Period End	3,125,843		3,400,120
Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Stock options, Weighted Average Exercise Price, Period Start	$ 35.51	$ 38.61	$ 38.61
Granted, Weighted Average Exercise Price	$ 29.17		$ 27.42
Exercised, Weighted Average Exercise Price	$ 23.45		$ 22.75
Cancelled and expired, Weighted Average Exercise Price	$ 42.20		$ 39.84
Stock options, Weighted Average Exercise Price, Period End	$ 33.34		$ 35.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Stock options, Aggregate Intrinsic Value	$ 431		$ 4,488	$ 626
Exercised, Aggregate Intrinsic Value	$ 463		$ 400

XML

Goodwill and Other Intangible Assets (Schedule of Other Intangible Assets, Future Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
For the remaining three months ending December 31, 2014	$ 5,158
For the year ending:
December 31, 2015	18,833
December 31, 2016	16,682
December 31, 2017	14,706
December 31, 2018	13,212
December 31, 2019	$ 11,330

XML

Business Segment and Geographic Area Information (Schedule of Revenues by Geographic Customer and Related Percentage of Total Revenues) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 447,200	$ 567,399	$ 1,362,614	$ 1,818,536
Revenues [Member] | United States
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	446,062	566,261	1,358,846	1,815,078
Percentage	99.70%	99.80%	99.70%	99.80%
Revenues [Member] | International [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 1,138	$ 1,138	$ 3,768	$ 3,458
Percentage	0.30%	0.20%	0.30%	0.20%

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Acquisitions (Notes)

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Acquisitions Disclosure [Text Block]

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.

During the nine months endedSeptember 30, 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 condensed 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. We are still evaluating the fair value of assets acquired and liabilities assumed. We preliminarily recorded goodwill of $69.5 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 7.0 years.

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.

During the nine months endedSeptember 30, 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 condensed consolidated statement of income.

The purchase price of $45.0 million was preliminarily allocated to the underlying assets and liabilities based on their estimated fair value at the date of acquisition. We are still evaluating the fair value of assets acquired and liabilities assumed. We preliminarily recorded goodwill of $28.6 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 preliminarily 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 18.4 years.

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.

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

	7Delta Inc.			Allied Technology Group, Inc.
Cash and cash equivalents	$	1,408		$	712
Receivables	9,597			11,609
Prepaid expenses and other	584			1,320
Contractual inventory	—			1
Goodwill	69,477			28,626
Other intangible assets	7,762			7,071
Property and equipment	597			899
Other assets	39			146
Accounts payable and accrued expenses	(6,469		)	(3,081		)
Accrued salaries and related expenses	(1,399		)	(2,155		)
Billings in excess of revenue earned	(229		)	(148		)
Net assets acquired and liabilities assumed	$	81,367		$	45,000

ALTA Systems, Inc.—On January 8, 2013, we completed the acquisition of all equity interests in 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 Holdings 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 for 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.

During the nine months endedSeptember 30, 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 condensed consolidated statement of income.

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 federal 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 17.1 years.

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Stock-Based Compensation (Schedule of Non-vested Share Activity) (Details) (USD $)	9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Non-vested [Roll Forward]
Non-vested stock options, Number of Shares, Period Start	1,567,945
Granted, Number of Shares	492,004		957,525
Vested, Number of Shares	(362,835)
Cancelled, Number of Shares	(101,700)
Non-vested stock options, Number of Shares, Period End	1,595,414		1,567,945
Share-based Compensation Arrangement by Share-based Payment Award, Options, Non-vested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested stock options, Weighted Average Fair Value, Period Start	$ 5.51
Granted, Weighted Average Fair Value	$ 4.90	$ 4.81
Vested, Weighted Average Fair Value	$ 7.20
Cancelled, Weighted Average Fair Value	$ 5.12
Non-vested stock options, Weighted Average Fair Value, Period End	$ 4.96		$ 5.51

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Earnings Per Share (Narrative) (Details) (USD $)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Earnings Per Share [Abstract]
Number of Dividends Declared and Paid							3	3
Common Stock, Dividends, Per Share, Cash Paid	$ 0.21	$ 0.21	$ 0.21	$ 0.21	$ 0.21	$ 0.21
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,500,000			3,000,000			2,700,000	3,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period							78,225	54,000	79,567

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Acquisitions (Schedule of Purchase Price Allocation) (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Business Acquisition [Line Items]
Goodwill	$ 850,970,000	$ 752,867,000	$ 861,912,000
7Delta Inc. [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	1,408,000
Receivables	9,597,000
Prepaid expenses and other	584,000
Contractual inventory	0
Goodwill	69,477,000
Other intangible assets	7,762,000
Property and equipment	597,000
Other assets	39,000
Accounts payable and accrued expenses	(6,469,000)
Accrued salaries and related expenses	(1,399,000)
Billings in excess of revenue earned	(229,000)
Net assets acquired and liabilities assumed	81,367,000
Allied Technology Group, Inc [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	712,000
Receivables	11,609,000
Prepaid expenses and other	1,320,000
Contractual inventory	1,000
Goodwill	28,626,000
Other intangible assets	7,071,000
Property and equipment	899,000
Other assets	146,000
Accounts payable and accrued expenses	(3,081,000)
Accrued salaries and related expenses	(2,155,000)
Billings in excess of revenue earned	(148,000)
Net assets acquired and liabilities assumed	$ 45,000,000

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Stock-Based Compensation (Stock Options Exercisable And Expected To Vest) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2014
Share-based Compensation [Abstract]
Stock options exercisable, Number of Shares	1,530,429
Stock options expected to vest, Number of Shares	1,441,512
Stock options exercisable and expected to vest, Number of Shares	2,971,941
Stock options exercisable, Weighted Average Remaining Contractual Life	2 years
Stock options exercisable, Weighted Average Exercise Price	$ 38.52
Stock options exercisable, Aggregate Intrinsic Value	$ 226
Stock options expected to vest, Weighted Average Remaining Contractual Life	4 years
Stock options expected to vest, Weighted Average Exercise Price	$ 28.38
Stock options expected to vest, Aggregate Intrinsic Value	$ 193

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Earnings Per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Components of Earnings Per Share, Basic and Diluted [Line Items]
Distributed earnings	$ 7,829	$ 7,804	$ 23,467	$ 23,389
Undistributed earnings	7,658	9,914	9,362	36,060
Net income	15,487	17,718	32,829	59,449
Class A Common Stock [Member]
Components of Earnings Per Share, Basic and Diluted [Line Items]
Basic net income available to common stockholders	10,000	11,424	21,192	38,302
Basic weighted average common shares outstanding	24,061,000	23,944,000	24,024,000	23,896,000
Basic earnings per share	$ 0.42	$ 0.48	$ 0.88	$ 1.60
Diluted net income available to common stockholders	10,010	11,430	21,213	38,324
Effect of potential exercise of stock options	65,000	38,000	68,000	37,000
Diluted weighted average common shares outstanding	24,126,000	23,982,000	24,092,000	23,933,000
Diluted earnings per share	$ 0.41	$ 0.48	$ 0.88	$ 1.60
Class B Common Stock [Member]
Components of Earnings Per Share, Basic and Diluted [Line Items]
Basic net income available to common stockholders	5,487	6,294	11,637	21,147
Basic weighted average common shares outstanding	13,193,000	13,193,000	13,193,000	13,193,000
Basic earnings per share	$ 0.42	$ 0.48	$ 0.88	$ 1.60
Diluted net income available to common stockholders	$ 5,477	$ 6,288	$ 11,616	$ 21,125
Effect of potential exercise of stock options	0	0	0	0
Diluted weighted average common shares outstanding	13,193,000	13,193,000	13,193,000	13,193,000
Diluted earnings per share	$ 0.41	$ 0.48	$ 0.88	$ 1.60

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Receivables (Schedule of Contract Receivables) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Receivables [Abstract]
Billed receivables	$ 284,170	$ 370,975
Unbilled receivables:
Amounts billable	78,862	84,582
Revenues recorded in excess of funding	11,753	9,743
Retainage	2,934	2,634
Allowance for doubtful accounts	(10,320)	(10,036)
Receivables-net	$ 367,399	$ 457,898

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Basis of Presentation (Notes)

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation [Text Block]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to those rules and regulations. We recommend that you read these unaudited condensed consolidated financial statements in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, previously filed with the SEC. We believe that the unaudited condensed consolidated financial statements in this Form 10-Q reflect all adjustments that are necessary to fairly present the financial position, results of operations and cash flows for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results that can be expected for the full year.

We classify indirect cost 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; however, total operating costs were not affected by this change.

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Receivables (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Receivables [Line Items]
Accounts Receivable Not Expected to be Substantially Collected within One Year	$ 1.0
Percentage of Receivable Not Expected to be Collected within One Year related to Receivables from Direct Sales To U.S. Government	87.20%
Customer Contracts [Member] | Accounts Receivable [Member]
Receivables [Line Items]
Concentration Risk, Percentage	4.10%	15.30%

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Stock-Based Compensation (Narrative) (Details) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 02, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual Percentage Increase In Number Of Shares Available For Issuance				1.50%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	557,894
Remaining Aggregate Number of Shares Authorized For Issuance		4,254,302		4,254,302
Stock Compensation Expense		$ 1,100,000	$ 1,200,000	$ 3,300,000	$ 4,000,000
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount		0	0	0	0
Tax Effect from Share-based Compensation, Net				(2,800,000)	(2,000,000)
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				3 years	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				5 years	5 years
Expected Annual Cash Dividend		$ 0.84		$ 0.84
Granted, Number of Shares				492,004		957,525
Granted, Weighted Average Exercise Price				$ 29.17		$ 27.42
Granted, Weighted Average Fair Value				$ 4.90	$ 4.81
Share-based Payment Award, Options, Vested, Fair Value				2,600,000	4,600,000
Share-based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized		$ 4,700,000		$ 4,700,000
Share-based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized, Period for Recognition				1 year 8 months
Restricted Stock Granted to Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				3 years	3 years
Restricted Stock Granted to Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				1 year	1 year
Class A Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Issued and Outstanding Under The Plan		4,715,534		4,715,534
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				8 years	8 years

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Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
ASSETS
Cash and cash equivalents	$ 54,639,000	$ 269,001,000
Receivables-net	367,399,000	457,898,000
Prepaid expenses and other	14,048,000	19,384,000
Contractual inventory	0	3,962,000
Total Current Assets	436,086,000	750,245,000
Goodwill	850,970,000	752,867,000
Other intangible assets-net	159,513,000	152,523,000
Employee supplemental savings plan assets	30,888,000	31,765,000
Property and equipment-net	26,661,000	30,156,000
Other assets	4,391,000	5,846,000
TOTAL ASSETS	1,508,509,000	1,723,402,000
LIABILITIES
Accounts payable and accrued expenses	176,137,000	226,287,000
Accrued salaries and related expenses	68,963,000	56,617,000
Billings in excess of revenue earned	13,560,000	13,781,000
Deferred income taxes-current	2,143,000	0
Total Current Liabilities	260,803,000	296,685,000
Long-term debt	0	200,000,000
Deferred income taxes-non-current	59,678,000	48,093,000
Accrued retirement	31,363,000	33,565,000
Other long-term liabilities	11,119,000	11,288,000
TOTAL LIABILITIES	362,963,000	589,631,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Additional paid-in capital	426,214,000	423,787,000
Treasury stock	(9,158,000)	(9,158,000)
Retained earnings	728,255,000	718,892,000
Accumulated other comprehensive loss	(140,000)	(124,000)
TOTAL STOCKHOLDERS’ EQUITY	1,145,546,000	1,133,771,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,508,509,000	1,723,402,000
Class A Common Stock [Member]
STOCKHOLDERS' EQUITY
Common stock	243,000	242,000
Class B Common Stock [Member]
STOCKHOLDERS' EQUITY
Common stock	$ 132,000	$ 132,000

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Stock-Based Compensation (Schedule Of Share-based Compensation, Restricted Stock Activity) (Details) (Restricted Stock [Member], USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Non-vested [Roll Forward]
Non-vested restricted stock, Number of Shares, Period Start	21,000	27,333
Granted, Number of Shares	21,000	24,000
Vested, Number of Shares	(21,000)	(30,333)
Forfeited, Number of Shares	0	0
Non-vested restricted stock, Number of Shares, Period End	21,000	21,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Granted, Grant Date Fair Value	$ 643	$ 664
Vested, Grant Date Fair Value	$ 581	$ 825

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Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 32,829,000	$ 59,449,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,940,000	22,869,000
Deferred income taxes	12,500,000	15,352,000
Loss on extinguishment of debt	10,074,000	0
Stock-based compensation	3,323,000	3,955,000
Equity in losses of unconsolidated subsidiaries	388,000	750,000
Loss on retirement of property and equipment	232,000	0
Excess tax benefits from the exercise of stock options	(69,000)	(53,000)
Gain on sale of property and equipment	0	(400,000)
Change in assets and liabilities—net of effects from acquired businesses:
Receivables-net	111,705,000	58,206,000
Contractual inventory	3,963,000	34,762,000
Prepaid expenses and other	4,849,000	9,418,000
Accounts payable and accrued expenses	(59,921,000)	(63,701,000)
Accrued salaries and related expenses	8,792,000	23,843,000
Billings in excess of revenue earned	(598,000)	(106,000)
Accrued retirement	(2,202,000)	2,098,000
Other	983,000	(388,000)
Net cash flow from operating activities	149,788,000	166,054,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses-net of cash acquired	(124,247,000)	(11,382,000)
Investment in capitalized software for internal use	(6,611,000)	(1,816,000)
Purchases of property and equipment	(2,756,000)	(7,213,000)
Investment in unconsolidated subsidiaries	(76,000)	(330,000)
Proceeds from sale of property and equipment	0	400,000
Proceeds from sale of investment	0	239,000
Net cash flow from investing activities	(133,690,000)	(20,102,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior unsecured notes	(207,250,000)	0
Borrowings under revolving credit facility	150,000,000	0
Repayments under revolving credit facility	(150,000,000)	0
Dividends paid	(23,470,000)	(23,379,000)
Proceeds from exercise of stock options	1,878,000	1,144,000
Debt issuance costs	(1,687,000)	0
Excess tax benefits from the exercise of stock options	69,000	53,000
Net cash flow from financing activities	(230,460,000)	(22,182,000)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(214,362,000)	123,770,000
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	269,001,000	134,896,000
CASH AND CASH EQUIVALENTS, END OF PERIOD	54,639,000	258,666,000
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes	7,495,000	12,824,000
Cash paid for interest	8,360,000	8,314,000
Noncash investing and financing activities:
Employee stock ownership plan contributions	$ 0	$ 1,287,000

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Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Goodwill [Roll Forward]
Goodwill, period start	$ 752,867	$ 861,912
Impairment		(118,427)
Acquisitions	98,103	9,382
Goodwill, period end	$ 850,970	$ 752,867

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment [Table Text Block]

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

	September 30, 2014			December 31, 2013
Furniture and equipment	$	43,633		$	50,989
Leasehold improvements	34,971			33,535
Property and equipment-gross	78,604			84,524
Accumulated depreciation and amortization	(51,943		)	(54,368		)
Property and equipment-net	$	26,661		$	30,156

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Goodwill and Other Intangible Assets (Schedule of Other Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 300,550	$ 285,770
Accumulated Amortization	141,037	133,247
Net Carrying Amount	159,513	152,523
Contract and program intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	266,272	251,572
Accumulated Amortization	122,240	109,586
Net Carrying Amount	144,032	141,986
Capitalized software cost for internal use
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	34,163	34,083
Accumulated Amortization	18,746	23,617
Net Carrying Amount	15,417	10,466
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	115	115
Accumulated Amortization	51	44
Net Carrying Amount	$ 64	$ 71

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2014

Share-based Compensation [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The following table summarizes weighted-average assumptions used in our calculations of fair value for the nine months endedSeptember 30, 2014 and 2013:

	Nine months ended September 30,
	2014		2013
Volatility	29.88	%	32.45	%
Expected life of options	3 years		3 years
Risk-free interest rate	0.85	%	0.44	%
Dividend yield	3.00	%	3.00	%

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes stock option activity for the year ended December 31, 2013 and the nine months endedSeptember 30, 2014:

	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Stock options at December 31, 2012	3,421,196		$	38.61	$	626
Granted	957,525		$	27.42
Exercised	(79,567	)	$	22.75	$	400
Cancelled and expired	(899,034	)	$	39.84
Stock options at December 31, 2013	3,400,120		$	35.51	$	4,488
Granted	492,004		$	29.17
Exercised	(78,225	)	$	23.45	$	463
Cancelled and expired	(688,056	)	$	42.20
Stock options at September 30, 2014	3,125,843		$	33.34	$	431

Schedule of Non-vested Share Activity [Table Text Block]

The following table summarizes non-vested stock options for the nine months endedSeptember 30, 2014:

	Number of Shares		Weighted Average Fair Value
Non-vested stock options at December 31, 2013	1,567,945		$	5.51
Granted	492,004		$	4.90
Vested	(362,835	)	$	7.20
Cancelled	(101,700	)	$	5.12
Non-vested stock options at September 30, 2014	1,595,414		$	4.96

Stock Options Exercisable And Expected To Vest [Table Text Block]

The following table includes information concerning stock options exercisable and stock options expected to vest at September 30, 2014:

	Number of Shares	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Stock options exercisable	1,530,429	2.0	$	38.52	$	226
Stock options expected to vest	1,441,512	4.0	$	28.38	$	193
Stock options exercisable and expected to vest	2,971,941

Schedule of Share-based Compensation, Restricted Stock Activity [Table Text Block]

The following table summarizes the restricted stock activity during the year ended December 31, 2013 and the nine months endedSeptember 30, 2014:

	Number of Shares		Grant Date Fair Value (in thousands)
Non-vested restricted stock at December 31, 2012	27,333
Granted	24,000		$	664
Vested	(30,333	)	$	825
Forfeited	—
Non-vested restricted stock at December 31, 2013	21,000
Granted	21,000		$	643
Vested	(21,000	)	$	581
Forfeited	—
Non-vested restricted stock at September 30, 2014	21,000

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Description of the Business (Notes)

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business [Text Block]

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, Energy and Justice, including the Federal Bureau of Investigation (FBI); the healthcare and space communities; and other U.S. federal government customers. We provide support to critical national security programs for approximately 50 federal agencies through approximately 1,000 current contracts. Our expertise includes: cyber security; command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR) solutions and services; information technology (IT) modernization and sustainment; intelligence/counterintelligence solutions and support; systems engineering; healthcare analytics and IT; global logistics support; test and evaluation; and environmental, range and sustainability services. 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 in numerous locations internationally.

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Consolidated Balance Sheets Parentheticals (USD $)	Sep. 30, 2014	Dec. 31, 2013
Treasury Stock, Shares	244,113	244,113
Class A Common Stock [Member]
Common stock, Par Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	24,345,118	24,245,893
Common Stock, Shares, Outstanding	24,101,005	24,001,780
Class B Common Stock [Member]
Common stock, Par Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares, Issued	13,192,845	13,192,845
Common Stock, Shares, Outstanding	13,192,845	13,192,845

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Business Segment and Geographic Area Information (Notes)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Business Segment and Geographic Area Information [Text Block]

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 federal 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 7.8% and 20.8% of our revenues and 6.0% and 14.7% of our operating income for the nine months endedSeptember 30, 2014 and 2013, respectively. Revenues from the U.S. government under prime contracts and subcontracts were approximately 98.8% and 99.0% of our revenues for the nine months endedSeptember 30, 2014 and 2013, respectively. We treat sales to U.S. government customers as sales within the United States regardless of where the services are performed. Furthermore, substantially all of our assets from continuing operations were held in the United States for the three and nine months endedSeptember 30, 2014 and year ended December 31, 2013.

Revenues by geographic customer and the related percentages for the three and nine months endedSeptember 30, 2014 and 2013 were as follows (dollars in thousands):

	Three months ended September 30,								Nine months ended September 30,
	2014				2013				2014				2013
United States	$	446,062	99.7	%	$	566,261	99.8	%	$	1,358,846	99.7	%	$	1,815,078	99.8	%
International	1,138		0.3	%	1,138		0.2	%	3,768		0.3	%	3,458		0.2	%
	$	447,200			$	567,399			$	1,362,614			$	1,818,536

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Document and Entity Information Document	9 Months Ended
	Sep. 30, 2014	Oct. 29, 2014 Class A Common Stock [Member]	Oct. 29, 2014 Class B Common Stock [Member]
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Trading Symbol	MANT
Entity Registrant Name	MANTECH INTERNATIONAL CORP
Entity Central Index Key	0000892537
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		24,081,505	13,192,845

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Equity Method Investments (Notes)

9 Months Ended

Sep. 30, 2014

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments [Text Block]

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, but do not control, 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 $259 thousand and $750 thousand in equity method losses for the three months endedSeptember 30, 2014 and 2013, respectively. We recorded $381 thousand and $750 thousand in equity method losses for the nine months endedSeptember 30, 2014 and 2013, respectively.

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Consolidated Statements of Income (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
REVENUES	$ 447,200,000	$ 567,399,000	$ 1,362,614,000	$ 1,818,536,000
Cost of services	382,787,000	493,604,000	1,175,585,000	1,578,940,000
General and administrative expenses	37,681,000	41,756,000	116,185,000	132,515,000
OPERATING INCOME	26,732,000	32,039,000	70,844,000	107,081,000
Loss on extinguishment of debt	0	0	(10,074,000)	0
Interest expense	(366,000)	(4,104,000)	(5,591,000)	(12,217,000)
Interest income	59,000	167,000	267,000	393,000
Other income (expense), net	67,000	(20,000)	34,000	(64,000)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS	26,492,000	28,082,000	55,480,000	95,193,000
Provision for income taxes	(10,739,000)	(9,614,000)	(22,263,000)	(34,994,000)
Equity in losses of unconsolidated subsidiaries	(266,000)	(750,000)	(388,000)	(750,000)
NET INCOME	$ 15,487,000	$ 17,718,000	$ 32,829,000	$ 59,449,000
Class A Common Stock [Member]
BASIC EARNINGS PER SHARE:
Basic earnings per share	$ 0.42	$ 0.48	$ 0.88	$ 1.60
DILUTED EARNINGS PER SHARE:
Diluted earnings per share	$ 0.41	$ 0.48	$ 0.88	$ 1.60
Class B Common Stock [Member]
BASIC EARNINGS PER SHARE:
Basic earnings per share	$ 0.42	$ 0.48	$ 0.88	$ 1.60
DILUTED EARNINGS PER SHARE:
Diluted earnings per share	$ 0.41	$ 0.48	$ 0.88	$ 1.60

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Property and Equipment (Notes)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment [Text Block]

Property and Equipment

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

	September 30, 2014			December 31, 2013
Furniture and equipment	$	43,633		$	50,989
Leasehold improvements	34,971			33,535
Property and equipment-gross	78,604			84,524
Accumulated depreciation and amortization	(51,943		)	(54,368		)
Property and equipment-net	$	26,661		$	30,156

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Receivables (Notes)

9 Months Ended

Sep. 30, 2014

Receivables [Abstract]

Receivables [Text Block]

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):

	September 30, 2014			December 31, 2013
Billed receivables	$	284,170		$	370,975
Unbilled receivables:
Amounts billable	78,862			84,582
Revenues recorded in excess of funding	11,753			9,743
Retainage	2,934			2,634
Allowance for doubtful accounts	(10,320		)	(10,036		)
Receivables-net	$	367,399		$	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 contract performance and approval of final indirect expense rates by the government. There is a contract with the U.S. Army that represents 4.1% and 15.3% of receivables-net at September 30, 2014 and December 31, 2013, respectively. Accounts receivable at September 30, 2014, are expected to be substantially collected within one year except for approximately $1.0 million, of which amount 87.2% is related to receivables from direct 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 the Company’s exposure to compliance issues, contractual issues and bad debt related to prime contractors.

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The changes in the carrying amounts of goodwill during the year ended December 31, 2013 and the period ended September 30, 2014 are as follows (in thousands):

Goodwill at December 31, 2012	$	861,912
Impairment	(118,427		)
Acquisitions	9,382
Goodwill at December 31, 2013	752,867
Acquisitions	98,103
Goodwill at September 30, 2014	$	850,970

Schedule of Other Intangible Assets [Table Text Block]

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

	September 30, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Contract and program intangible assets	$	266,272	$	122,240	$	144,032	$	251,572	$	109,586	$	141,986
Capitalized software cost for internal use	34,163		18,746		15,417		34,083		23,617		10,466
Other	115		51		64		115		44		71
Total other intangible assets, net	$	300,550	$	141,037	$	159,513	$	285,770	$	133,247	$	152,523

Schedule of Other Intangible Assets, Future Amortization Expense [Table Text Block]

We estimate that we will have the following amortization expense for the future periods indicated below (in thousands):

For the remaining three months ending December 31, 2014	$	5,158
For the year ending:
December 31, 2015	$	18,833
December 31, 2016	$	16,682
December 31, 2017	$	14,706
December 31, 2018	$	13,212
December 31, 2019	$	11,330

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Schedule of Purchase Price Allocations [Table Text Block]

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

	7Delta Inc.			Allied Technology Group, Inc.
Cash and cash equivalents	$	1,408		$	712
Receivables	9,597			11,609
Prepaid expenses and other	584			1,320
Contractual inventory	—			1
Goodwill	69,477			28,626
Other intangible assets	7,762			7,071
Property and equipment	597			899
Other assets	39			146
Accounts payable and accrued expenses	(6,469		)	(3,081		)
Accrued salaries and related expenses	(1,399		)	(2,155		)
Billings in excess of revenue earned	(229		)	(148		)
Net assets acquired and liabilities assumed	$	81,367		$	45,000

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Commitments and Contingencies (Notes)

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

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 the Company’s 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 the Company’s U.S. government contracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including repayment, fines or penalties being imposed upon the Company, or could lead to suspension or debarment from future U.S. government contracting activities. Management believes it has adequately reserved for any losses that may be experienced from any investigation of which it is aware. We have settled all incurred cost submissions through 2005 with the Defense Contract Management Agency (DCMA) Corporate Administrative Contracting Officer (CACO). Settlements of the 2006 through 2013 incurred cost submission 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.

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Goodwill and Other Intangible Assets (Notes)

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets [Text Block]

Goodwill and Other Intangible Assets

During the nine months endedSeptember 30, 2014, there was an increase in goodwill related to the acquisitions of 7Delta and ATG. The changes in the carrying amounts of goodwill during the year ended December 31, 2013 and the period ended September 30, 2014 are as follows (in thousands):

Goodwill at December 31, 2012	$	861,912
Impairment	(118,427		)
Acquisitions	9,382
Goodwill at December 31, 2013	752,867
Acquisitions	98,103
Goodwill at September 30, 2014	$	850,970

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

	September 30, 2014						December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Other intangible assets:
Contract and program intangible assets	$	266,272	$	122,240	$	144,032	$	251,572	$	109,586	$	141,986
Capitalized software cost for internal use	34,163		18,746		15,417		34,083		23,617		10,466
Other	115		51		64		115		44		71
Total other intangible assets, net	$	300,550	$	141,037	$	159,513	$	285,770	$	133,247	$	152,523

Amortization expense relating to intangible assets for the three months endedSeptember 30, 2014 and 2013 was $5.2 million and $5.1 million, respectively. Amortization expense relating to intangible assets for the nine months endedSeptember 30, 2014 and 2013 was $15.2 million and $15.3 million, respectively. We estimate that we will have the following amortization expense for the future periods indicated below (in thousands):

For the remaining three months ending December 31, 2014	$	5,158
For the year ending:
December 31, 2015	$	18,833
December 31, 2016	$	16,682
December 31, 2017	$	14,706
December 31, 2018	$	13,212
December 31, 2019	$	11,330

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Debt (Notes)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Debt

Revolving Credit Facility—We maintain a credit facility 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, which are amortized over the term of the amended and restated credit agreement.

Borrowings under our revolving credit facility 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) base rate plus market-rate spreads (1.25% to 2.25% based on the Company's consolidated total leverage ratio) or Bank of America's base rate plus market spreads (0.25% to 1.25% based on the Company's 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 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 maintenance of 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 September 30, 2014, we were in compliance with the financial covenants under the credit agreement.

There was no outstanding balance on our revolving credit facility at both September 30, 2014 and December 31, 2013. The maximum available borrowing under our revolving credit facility at September 30, 2014 was $499.2 million. As of September 30, 2014, we were contingently liable under letters of credit totaling $0.8 million, which reduced 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 condensed consolidated statement of income during the nine months endedSeptember 30, 2014.

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Stock-Based Compensation (Notes)

9 Months Ended

Sep. 30, 2014

Share-based Compensation [Abstract]

Stock-Based Compensation [Text Block]

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 31^st of the previous year, resulting in 557,894 additional shares available for issuance under the Plan on January 2, 2014. Through September 30, 2014, the remaining aggregate number of shares of our common stock authorized for issuance under the Plan was 4,254,302. Through September 30, 2014, there were 4,715,534 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 three months endedSeptember 30, 2014 and 2013, we recorded $1.1 million and $1.2 million of stock-based compensation expense, respectively. For the nine months endedSeptember 30, 2014 and 2013, we recorded $3.3 million and $4.0 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 nine months endedSeptember 30, 2014 and 2013, the total recognized tax deficiency from the exercise of stock options, vested cancellations and the vesting of restricted stock was $2.8 million and $2.0 million, respectively.

Stock Options—We typically issue options that vest over three years in equal annual 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 nine months endedSeptember 30, 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 the 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 nine months endedSeptember 30, 2014 and 2013:

Volatility—The expected volatility of the options granted was estimated based upon historical volatility of the Company’s share price through weekly observations of the Company’s trading history.

Expected Term—The expected term of options granted to employees during the nine months endedSeptember 30, 2014 and 2013 was determined from historical exercises of the grantee population. For all grants valued during the nine months endedSeptember 30, 2014 and 2013, the options had graded vesting over three years in equal annual installments beginning on the first anniversary of the date of 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 nine months endedSeptember 30, 2014 and 2013:

	Nine months ended September 30,
	2014		2013
Volatility	29.88	%	32.45	%
Expected life of options	3 years		3 years
Risk-free interest rate	0.85	%	0.44	%
Dividend yield	3.00	%	3.00	%

Stock Option Activity—During the nine months endedSeptember 30, 2014, we granted stock options to purchase 492,004 shares of Class A common stock at a weighted-average exercise price of $29.17 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 nine months endedSeptember 30, 2014 and 2013, as determined under the Black-Scholes-Merton valuation model, was $4.90 and $4.81, 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 nine months endedSeptember 30, 2014 and 2013 had a combined fair value of $2.6 million and $4.6 million, respectively.

The following table summarizes stock option activity for the year ended December 31, 2013 and the nine months endedSeptember 30, 2014:

	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Stock options at December 31, 2012	3,421,196		$	38.61	$	626
Granted	957,525		$	27.42
Exercised	(79,567	)	$	22.75	$	400
Cancelled and expired	(899,034	)	$	39.84
Stock options at December 31, 2013	3,400,120		$	35.51	$	4,488
Granted	492,004		$	29.17
Exercised	(78,225	)	$	23.45	$	463
Cancelled and expired	(688,056	)	$	42.20
Stock options at September 30, 2014	3,125,843		$	33.34	$	431

The following table summarizes non-vested stock options for the nine months endedSeptember 30, 2014:

	Number of Shares		Weighted Average Fair Value
Non-vested stock options at December 31, 2013	1,567,945		$	5.51
Granted	492,004		$	4.90
Vested	(362,835	)	$	7.20
Cancelled	(101,700	)	$	5.12
Non-vested stock options at September 30, 2014	1,595,414		$	4.96

The following table includes information concerning stock options exercisable and stock options expected to vest at September 30, 2014:

	Number of Shares	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Stock options exercisable	1,530,429	2.0	$	38.52	$	226
Stock options expected to vest	1,441,512	4.0	$	28.38	$	193
Stock options exercisable and expected to vest	2,971,941

Unrecognized compensation expense related to outstanding stock options expected to vest as of September 30, 2014 was $4.7 million, which is expected to be recognized over a weighted-average period of 1.7 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 issued to employees vest over three years in equal annual installments beginning on the first anniversary of the grant date, contingent upon employment with the Company on the vesting dates. Restricted shares issued to members of 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 year ended December 31, 2013 and the nine months endedSeptember 30, 2014:

	Number of Shares		Grant Date Fair Value (in thousands)
Non-vested restricted stock at December 31, 2012	27,333
Granted	24,000		$	664
Vested	(30,333	)	$	825
Forfeited	—
Non-vested restricted stock at December 31, 2013	21,000
Granted	21,000		$	643
Vested	(21,000	)	$	581
Forfeited	—
Non-vested restricted stock at September 30, 2014	21,000

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Goodwill and Other Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 5.2	$ 5.1	$ 15.2	$ 15.3

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Receivables (Tables)

9 Months Ended

Sep. 30, 2014

Receivables [Abstract]

Schedule of Contract Receivables [Table Text Block]

The components of contract receivables are as follows (in thousands):

	September 30, 2014			December 31, 2013
Billed receivables	$	284,170		$	370,975
Unbilled receivables:
Amounts billable	78,862			84,582
Revenues recorded in excess of funding	11,753			9,743
Retainage	2,934			2,634
Allowance for doubtful accounts	(10,320		)	(10,036		)
Receivables-net	$	367,399		$	457,898

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Description of the Business (Narrative) (Details)	9 Months Ended
	Sep. 30, 2014 contracts federalagenices
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number Of Federal Agencies	50
Number Of Contracts	1,000

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Stock-Based Compensation (Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions) (Details)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Share-based Compensation [Abstract]
Volatility	29.88%	32.45%
Expected life of options	3 years	3 years
Risk-free interest rate	0.85%	0.44%
Dividend yield	3.00%	3.00%

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
NET INCOME	$ 15,487	$ 17,718	$ 32,829	$ 59,449
OTHER COMPREHENSIVE INCOME (LOSS):
Translation adjustments, net of tax	(4)	(8)	(16)	(12)
Total other comprehensive income (loss)	(4)	(8)	(16)	(12)
COMPREHENSIVE INCOME	$ 15,483	$ 17,710	$ 32,813	$ 59,437

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Earnings Per Share (Notes)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Earnings Per Share

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

In applying the two-class method, we determined that undistributed earnings should be allocated equally on a per share basis between Class A and Class B common stock. Under the Company’s 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 each of the nine months endedSeptember 30, 2014 and 2013, we declared and paid three quarterly dividends, each in the amount of $0.21 per share, on both classes of common stock.

Basic earnings per share has been computed by dividing net income available to common stockholders by the weighted average number of common shares 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 per share has been computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during each period.

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

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Distributed earnings	$	7,829	$	7,804	$	23,467	$	23,389
Undistributed earnings	7,658		9,914		9,362		36,060
Net income	$	15,487	$	17,718	$	32,829	$	59,449
Class A common stock:
Basic net income available to common stockholders	$	10,000	$	11,424	$	21,192	$	38,302
Basic weighted average common shares outstanding	24,061		23,944		24,024		23,896
Basic earnings per share	$	0.42	$	0.48	$	0.88	$	1.60
Diluted net income available to common stockholders	$	10,010	$	11,430	$	21,213	$	38,324
Effect of potential exercise of stock options	65		38		68		37
Diluted weighted average common shares outstanding	24,126		23,982		24,092		23,933
Diluted earnings per share	$	0.41	$	0.48	$	0.88	$	1.60
Class B common stock:
Basic net income available to common stockholders	$	5,487	$	6,294	$	11,637	$	21,147
Basic weighted average common shares outstanding	13,193		13,193		13,193		13,193
Basic earnings per share	$	0.42	$	0.48	$	0.88	$	1.60
Diluted net income available to common stockholders	$	5,477	$	6,288	$	11,616	$	21,125
Effect of potential exercise of stock options	—		—		—		—
Diluted weighted average common shares outstanding	13,193		13,193		13,193		13,193
Diluted earnings per share	$	0.41	$	0.48	$	0.88	$	1.60

For the three months endedSeptember 30, 2014 and 2013, options to purchase 2.5 million and 3.0 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because the options’ effect would have been anti-dilutive. For the nine months endedSeptember 30, 2014 and 2013, options to purchase 2.7 million and 3.3 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because the options’ effect would have been anti-dilutive. For the nine months endedSeptember 30, 2014 and 2013, shares issued from the exercise of stock options were 78 thousand and 54 thousand, respectively.

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Acquisitions (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
7Delta Inc. [Member]
Business Acquisition [Line Items]
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed	$ 0.5
Business Combination, Consideration Transferred	81.4
Business Acquisition, Goodwill, Expected Tax Deductible Amount	69.5
Expected Goodwill Tax Amortization Period	15 years
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	7 years
7Delta Inc. [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	4.8
Finite-Lived Intangible Asset, Useful Life	10 years
7Delta Inc. [Member] | Backlog [Member]
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	2.9
Finite-Lived Intangible Asset, Useful Life	2 years
Allied Technology Group, Inc [Member]
Business Acquisition [Line Items]
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed	0.4
Business Combination, Consideration Transferred	45.0
Business Acquisition, Goodwill, Expected Tax Deductible Amount	28.6
Expected Goodwill Tax Amortization Period	15 years
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	18 years 5 months
Allied Technology Group, Inc [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	6.4
Finite-Lived Intangible Asset, Useful Life	20 years
Allied Technology Group, Inc [Member] | Backlog [Member]
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	0.6
Finite-Lived Intangible Asset, Useful Life	1 year
ALTA Systems, Inc [Member]
Business Acquisition [Line Items]
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed		0.1
Business Combination, Consideration Transferred		10.2
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	11.1
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	0.9
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	0.7
Business Acquisition, Goodwill, Expected Tax Deductible Amount	9.1
Expected Goodwill Tax Amortization Period	15 years
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	17 years 1 month
ALTA Systems, Inc [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	0.6
Finite-Lived Intangible Asset, Useful Life	20 years
ALTA Systems, Inc [Member] | Backlog [Member]
Business Acquisition [Line Items]
Finite-lived Intangible Assets Acquired	$ 0.1
Finite-Lived Intangible Asset, Useful Life	1 year

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Debt (Revolving Credit Facility) (Narrative) (Details) (USD $)	0 Months Ended					9 Months Ended
	Jun. 13, 2014 Bank of America Syndicate [Member] Revolving Credit Facility [Member]	Sep. 30, 2014 Bank of America Syndicate [Member] Revolving Credit Facility [Member]	Dec. 31, 2013 Bank of America Syndicate [Member] Revolving Credit Facility [Member]	Sep. 30, 2014 Bank of America Syndicate [Member] Letter of Credit [Member]	Sep. 30, 2014 Bank of America Syndicate [Member] Revolving Credit Facility, Swing Line Loan [Member]	Sep. 30, 2014 Variable Spread [Member] London Interbank Offered Rate (LIBOR) [Member] Revolving Credit Facility [Member] Minimum [Member]	Sep. 30, 2014 Variable Spread [Member] London Interbank Offered Rate (LIBOR) [Member] Revolving Credit Facility [Member] Maximum [Member]	Sep. 30, 2014 Variable Spread [Member] Bank of America's Base Rate [Member] Revolving Credit Facility [Member] Minimum [Member]	Sep. 30, 2014 Variable Spread [Member] Bank of America's Base Rate [Member] Revolving Credit Facility [Member] Maximum [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 500,000,000		$ 25,000,000	$ 30,000,000
Debt Issuance Cost	3,400,000
Debt Instrument, Basis Spread on Variable Rate						1.25%	2.25%	0.25%	1.25%
Line of Credit, Current		0	0
Line of Credit Facility, Remaining Borrowing Capacity		499,200,000
Contingent Liability under Letters of Credit				$ 800,000

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Distributed earnings	$	7,829	$	7,804	$	23,467	$	23,389
Undistributed earnings	7,658		9,914		9,362		36,060
Net income	$	15,487	$	17,718	$	32,829	$	59,449
Class A common stock:
Basic net income available to common stockholders	$	10,000	$	11,424	$	21,192	$	38,302
Basic weighted average common shares outstanding	24,061		23,944		24,024		23,896
Basic earnings per share	$	0.42	$	0.48	$	0.88	$	1.60
Diluted net income available to common stockholders	$	10,010	$	11,430	$	21,213	$	38,324
Effect of potential exercise of stock options	65		38		68		37
Diluted weighted average common shares outstanding	24,126		23,982		24,092		23,933
Diluted earnings per share	$	0.41	$	0.48	$	0.88	$	1.60
Class B common stock:
Basic net income available to common stockholders	$	5,487	$	6,294	$	11,637	$	21,147
Basic weighted average common shares outstanding	13,193		13,193		13,193		13,193
Basic earnings per share	$	0.42	$	0.48	$	0.88	$	1.60
Diluted net income available to common stockholders	$	5,477	$	6,288	$	11,616	$	21,125
Effect of potential exercise of stock options	—		—		—		—
Diluted weighted average common shares outstanding	13,193		13,193		13,193		13,193
Diluted earnings per share	$	0.41	$	0.48	$	0.88	$	1.60