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 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," "continue" 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 the good faith judgment of management, 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 in U.S. government spending priorities;

• failure to retain existing U.S. government contracts, win new contracts or win recompetes;

• adverse results of U.S. government audits of our government contracts;

• risks associated with complex U.S. government procurement laws and regulations;

• adverse effect of contract consolidations;

• risk of contract performance or termination;

• failure to obtain option awards, task orders or funding under contracts;

• curtailment of the U.S. Government's outsourcing of mission-critical support and information technology services;

• adverse changes in our mix of contract types;

• failure to successfully integrate recently acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions;

• failure to identify, execute or effectively integrate future acquisitions;

• risks of financing, such as increases in interest rates and restrictions imposed by our credit agreement, including our ability to meet existing financial covenants;

• risks related to an inability to obtain new or additional financing; and

• competition.

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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, previously filed with the Securities and Exchange Commission (SEC), and from time to time, in our other filings with the 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.

Introduction and Overview

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 and Justice; the Space Community; the National Oceanic and Atmospheric Administration; and other U.S. federal government customers. ManTech's expertise includes systems engineering, systems integration, software development services, enterprise architecture, cyber security, information assurance, intelligence operations and analysis support, network and critical infrastructure protection, information operations and information warfare support, information technology, communications integration, global logistics and supply chain management and service oriented architectures. The Company supports the advanced telecommunications systems that are used in Operation Iraqi Freedom, Operation Enduring Freedom and in other parts of the world; has developed a secure, collaborative communication system for the U.S. Department of Homeland Security; and builds and maintains secure databases that track terrorists. With approximately 8,000 highly qualified employees, we operate in approximately 40 countries.

We derive revenue primarily from contracts with U.S. government agencies that are focused on national security and as a result, funding for our programs is generally linked to trends in U.S. government spending in the areas of defense, intelligence, homeland security and other federal agencies. Related to the evolving terrorist threats and world events, the U.S. government has continued to increase its overall defense, intelligence and homeland security budgets.

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, 2008, previously filed with the SEC as well as the quarterly financial statements and notes contained within this Form 10-Q filing.

Three Months Ended September 30, 2009 Compared to the Three Months Ended
September 30, 2008



                                             Three Months Ended September 30,               Period-to-Period Change
                                        2009           2008         2009       2008              2009 to 2008
                                              Dollars                 Percentages           Dollars           Percent
                                                                  (dollars in thousands)
REVENUES                              $ 514,630      $ 486,128      100.0 %    100.0 %    $     28,502            5.9 %
Cost of services                        425,566        407,973       82.7 %     83.9 %          17,593            4.3 %
General and administrative expenses      42,627         37,831        8.3 %      7.8 %           4,796           12.7 %

OPERATING INCOME                         46,437         40,324        9.0 %      8.3 %           6,113           15.2 %
Interest expense                           (214 )         (962 )      0.0 %      0.2 %             748          -77.8 %
Interest income                              45            369        0.0 %      0.0 %            (324 )        -87.8 %
Other expense, net                          151           (223 )      0.0 %      0.0 %             374         -167.7 %

INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES                      46,419         39,508        9.0 %      8.1 %           6,911           17.5 %
Provision for income taxes              (17,181 )      (15,644 )      3.3 %      3.2 %          (1,537 )          9.8 %

NET INCOME                            $  29,238      $  23,864        5.7 %      4.9 %    $      5,374           22.5 %

Revenues

Revenues increased 5.9% to $514.6 million for the three months ended September 30, 2009, compared to $486.1 million for the same period in 2008. The increase was primarily due to our contracts supporting forward deployments in Iraq, Afghanistan and other areas around the world and our acquisitions of EWA Services, Inc. (EWA) in November 2008 and DDK Technology Services, Inc. (DDK) in March 2009. Revenue growth of $27.3 million came from contracts for the installation, sustainment and repair of communication systems and heavily armored vehicles designed to counter or clear mines and improvised explosive devices (IED), such as the Route Clearance (Countermine) family of vehicles supporting the U.S. Army Tank-Automotive Command (TACOM). Significant cyber security contracts contributed revenue growth of $10.7 million. These increases were partially offset by a decline in certain Space related work.

Cost of services

Cost of services increased 4.3% to $425.6 million for the three months ended September 30, 2009, compared to $408.0 million for the same period in 2008. The increase in cost of services is primarily due to direct labor costs, which include applicable fringe benefits and overhead related to our IED and cyber security contracts and our recent acquisitions of EWA and DDK. As a percentage of revenues, cost of services decreased 1.2% to 82.7% for the three months ended September 30, 2009 as compared to 83.9% for the same period in 2008 primarily due to the relative mix of materials costs to direct labor costs. Direct labor costs increased by 9.6% over the same period in 2008 primarily due to acquisitions and growth in staff supporting global logistics, supply chain management and cyber security. Other direct costs, which include subcontractors and third party equipment as well as materials used in the performance of our contracts, increased by 0.1% over the same period in 2008. As a percentage of revenues, other direct costs decreased by 2.6% from 46.7% for the three months ended September 30, 2008 to 44.1% for the same period in 2009.

General and administrative expenses

General and administrative expenses increased 12.7% to $42.6 million for the three months ended September 30, 2009, compared to $37.8 million for the same period in 2008. As a percentage of revenues, general and administrative expenses increased to 8.3% from 7.8% for the three months ended September 30, 2009 and 2008, respectively. The increase as a percentage of revenues was largely due to systems and staff requirements needed to support increased demands for materials and services. In addition, increased expense came from system improvements and business development costs. We have also experienced an increase in compliance monitoring and improvement costs due to the current industry trend of amplified government regulation and review.

Interest expense

Interest expense decreased $0.8 million to $0.2 million for the three months ended September 30, 2009, compared to $1.0 million for the same period in 2008. The decrease in interest expense is due to a decline in the interest rate we pay related to our credit facility, as well as a decrease in our average outstanding debt balance. Our average outstanding debt balance for the three months ended September 30, 2009 was $12.5 million compared to $93.5 million for the same period in 2008. The interest rate we incur on our credit facility is impacted by changes in the Federal Funds Rate or London Interbank Offer Rate (LIBOR). Changes in this lending rate could lead to fluctuations in our interest expense in future periods. For additional information, see "Credit Agreement," below.

Interest income

Interest income decreased $0.3 million to $0.1 million for the three months ended September 30, 2009, compared to $0.4 million for the same period in 2008. The fluctuation is due to a reduction in the interest rate related to our cash accounts for the three months ended September 30, 2009 as compared to the three months ended September 30, 2008.

Net income

Net income increased 22.5% to $29.2 million for the three months ended September 30, 2009, compared to $23.9 million for the same period in 2008. The increase is a result of higher revenue with improved margins, primarily driven by higher demand for direct labor based projects. Our effective tax rates for the three months ended September 30, 2009 and 2008 were 37.0% and 39.6%, respectively. The decrease in our effective tax rate from our September 30, 2008 results was largely due to the impact of deductible gains related to our Employee Supplemental Savings Plan.

Nine Months Ended September 30, 2009 Compared to the Nine Months Ended
September 30, 2008



                                              Nine Months Ended September 30,                  Period-to-Period Change
                                        2009             2008          2009       2008              2009 to 2008
                                               Dollars                   Percentages           Dollars           Percent
                                                                   ( dollars in thousands)
REVENUES                             $ 1,478,268      $ 1,376,170      100.0 %    100.0 %    $    102,098            7.4 %
Cost of services                       1,218,112        1,155,055       82.4 %     83.9 %          63,057            5.5 %
General and administrative
expenses                                 128,488          109,127        8.7 %      7.9 %          19,361           17.7 %

OPERATING INCOME                         131,668          111,988        8.9 %      8.2 %          19,680           17.6 %
Interest expense                            (921 )         (3,573 )      0.0 %      0.3 %           2,652          -74.2 %
Interest income                              161              711        0.0 %      0.0 %            (550 )        -77.4 %
Other (expense) income, net                  259             (355 )      0.0 %      0.0 %             614         -173.0 %

INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES                      131,167          108,771        8.9 %      7.9 %          22,396           20.6 %
Provision for income taxes               (48,919 )        (43,078 )      3.3 %      3.1 %          (5,841 )         13.6 %

NET INCOME                           $    82,248      $    65,693        5.6 %      4.8 %    $     16,555           25.2 %

Revenues

Revenues increased 7.4% to $1,478.3 million for the nine months ended September 30, 2009, compared to $1,376.2 million for the same period in 2008. The increase was primarily due to our contracts supporting forward deployments in Iraq, Afghanistan and other areas around the world and our acquisitions of EWA and DDK. Revenue growth of $113.5 million came from contracts for the installation, sustainment and repair of communication systems and heavily armored vehicles designed to counter or clear mines and IEDs, such as the Route Clearance family of vehicles supporting TACOM. Significant cyber security contracts contributed revenue growth of $36.0 million. These increases were partially offset by a decline in certain Space related work.

For the remainder of 2009, we expect our revenue to increase, relative to the first nine months of 2009, primarily due to our contracts in global logistics and supply chain management as well as cyber security. While we believe there will be continued growth in our global logistics and supply chain management contracts, we recognize the uncertainty in the U.S. mission and priority of funding for combat operations in Iraq and Afghanistan. We expect continued growth in our cyber security contracts as a result of Government's Comprehensive National Cyber Initiative funding.

                                        Year to Date September 30,
                                          2009               2008
              Prime contract revenue         63.8 %             46.8 %
              Subcontract revenue            36.2 %             53.2 %

              Total Revenue                 100.0 %            100.0 %

Our percentage of revenue derived as a prime contractor has increased for the nine months ended September 30, 2009 compared to 2008. This increase is largely due to our sole source prime contract award in 2008 to continue and expand our support for the Route Clearance family of contract vehicles. Customers have increased their purchases through larger, more consolidated contract vehicles. We do not believe this industry trend will have a materially adverse affect on our revenues for the remainder of fiscal year 2009.

Cost of services

Cost of services increased 5.5% to $1,218.1 million for the nine months ended September 30, 2009, compared to $1,155.1 million for the same period in 2008. The increase in cost of services is primarily due to direct labor costs, which include applicable fringe benefits and overhead related to our IED and cyber security contracts and our recent acquisitions of EWA and DDK. As a percentage of revenues, cost of services decreased 1.5% to 82.4% for the nine months ended September 30, 2009 as compared to 83.9% for the same period in 2008. Direct labor costs increased by 9.2% over the same period in 2008 primarily due to acquisitions and growth in staff supporting global logistics and supply chain management. As a percentage of revenues, direct labor costs increased 0.7% to 39.6% for the nine months ended September 30, 2009, compared to 38.9% for the same period in 2008. Other direct costs, which include subcontractors and third party equipment and materials used in the performance of our contracts, increased by 2.2% over the same period in 2008. The increase in other direct costs was primarily due to an increase in purchases of equipment and materials on our contracts for installation and repair of systems designed to counter or clear mines and IEDs. As a percentage of revenues, other direct costs decreased by 2.2% from 45.0% for the nine months ended September 30, 2008 to 42.8% for the same period in 2009. The decrease of other direct costs as a percentage of revenue can be attributed to the gradual transition of procurement related to IED programs to a government supply chain. We expect cost of services to increase, consistent with revenue, for the remainder of fiscal year 2009. We expect the relative mix of direct labor to other direct costs to remain consistent for the remainder of fiscal year 2009.

General and administrative expenses

General and administrative expenses increased 17.7% to $128.5 million for the nine months ended September 30, 2009, compared to $109.1 million for the same period in 2008. As a percentage of revenues, general and administrative expenses increased 0.8% to 8.7% for the nine months ended September 30, 2009, as compared to 7.9% for the same period in 2008. The increase as a percentage of revenues was largely due to systems and staff requirements needed to support increased demands for materials and services. In addition, increased expense came from business development and system improvements costs. We have also experienced an increase in compliance monitoring and improvement costs due to the current industry trend of amplified government regulation and review.

Interest expense

Interest expense decreased $2.7 million to $0.9 million for the nine months ended September 30, 2009, compared to $3.6 million for the same period in 2008. The decrease in interest expense is due to a decline in the interest rate we pay related to our credit facility, as well as a decrease in our average outstanding debt balance. Our average outstanding debt balance for the nine months ended September 30, 2009, was $58.7 million compared to $137.8 million for the same period in 2008. The interest rate we incur on our credit facility is impacted by changes in the Federal Funds Rate or LIBOR. Changes in this lending rate could lead to fluctuations in our interest expense in future periods. In addition, if we were to make a significant acquisition, our interest expense would increase, depending upon the size of the acquisition. For additional information, see "Credit Agreement," below.

Interest income

Interest income decreased $0.5 million to $0.2 million for the nine months ended September 30, 2009, compared to $0.7 million for the same period in 2008. The fluctuation is due to a reduction in the interest rate related to our cash accounts for the nine months ended September 30, 2009 as compared to the nine months ended September 30, 2008.

Net income

Net income increased 25.2% to $82.2 million for the nine months ended September 30, 2009, compared to $65.7 million for the same period in 2008. The increase is a result of higher revenue and improved margins, primarily driven by increased demand

for direct labor based projects. Our effective tax rates for the nine months ended September 30, 2009 and 2008 were 37.3% and 39.6%, respectively. The decrease in our effective tax rate from our September 30, 2008 results was largely due to the impact of deductible gains related to our Employee Supplemental Savings Plan.

Backlog

At September 30, 2009 and December 31, 2008, our backlog was $3.8 billion and $4.0 billion, respectively, of which $1.3 billion and $1.2 billion, respectively, was funded backlog. Backlog represents estimates that we calculate on a consistent basis. Additional information on how we determine backlog is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, previously filed with the SEC.

Effects of Inflation

Inflation and uncertainties in the macroeconomic environment, such as conditions in the financial markets, could impact our labor rates beyond the predetermined escalation factors. However, we generally have been able to price our contracts in a manner to accommodate the rates of inflation experienced in recent years. Under our time and materials contracts, labor rates are usually adjusted annually by predetermined escalation factors. Our cost reimbursable contracts automatically adjust for changes in cost. Under our fixed-price contracts, we include a predetermined escalation factor, but generally, we have not been adversely affected by near-term inflation. Purchases of equipment and materials directly for contracts are usually cost reimbursable.

In addition, inflation or inflationary concerns could prompt the Federal Reserve to begin increasing the Federal Funds Rate. As the borrowing rate in our credit facility is tied to the Federal Funds Rate, increases in this rate and levels of debt, could lead to higher interest expense.

Liquidity and Capital Resources

Our primary liquidity needs are the financing of acquisitions, working capital and capital expenditures. Our primary source of liquidity is cash provided by operations and our revolving credit facility. At September 30, 2009, we had no outstanding balance under our credit facility. At September 30, 2009, we were contingently liable under letters of credit totaling $0.7 million, which reduces our ability to borrow under our credit facility. The maximum available borrowing under our credit facility at September 30, 2009 was $299.3 million. Generally, cash provided by operating activities is adequate to fund our operations. Due to fluctuations in our cash flows and the growth in our operations, it is necessary from time to time to increase borrowings under our credit facility to meet cash demands. In the future, we may borrow greater amounts or seek alternative sources of financing in order to finance acquisitions or new contract start ups.

Net cash flows from operating activities

Nine months ended September 30, (in thousands) 2009 2008 Net cash flow from operating activities $ 98,682 $ 116,894

Our operating cash flow is primarily affected by the overall profitability of our contracts, our ability to invoice and collect from our clients in a timely manner and our ability to manage our vendor payments. We bill most of our customers and prime contractors monthly after services are rendered. Decreased cash flow from operations during the nine months ended September 30, 2009 compared to the same period in 2008 was due to payments to vendors and offset by the timing of the collection of customer receivables. The timing and amounts of cash collections from our customers can vary significantly based primarily on the procedures requested by the U.S. government to approve such payments.

Net cash flows from investing activities

Nine months ended September 30, (in thousands) 2009 2008 Net cash flow from investing activities $ (18,607 ) $ (24,652 )

Cash flow from investing activities consists primarily of capital expenditures and business acquisitions. Cash outflows during the nine months ended September 30, 2009 were primarily due to the acquisition of DDK on March 13, 2009 for $14.0 million as well as purchases of equipment and software for internal use. The cash outflows from investing activities in 2008 were

primarily the result of our investment in property, equipment and internally used software to support our business. Cash outflows during the nine months ended September 30, 2008 were primarily due to the acquisition of Emerging Technologies Group USA, Inc. (ETG) on August 29, 2008 for $25.1 million. The cash flows in 2008 were partially offset by proceeds from the payment of a note receivable in connection with the sale of an equity investment.

Net cash flows from financing activities

Nine months ended September 30, (in thousands) 2009 2008 Net cash flow from financing activities $ (32,620 ) $ (93,335 )

Cash flow from financing during the nine months ended September 30, 2009 resulted primarily from payments under our credit facility of $44.1 million partially offset by proceeds from the exercise of stock options of $10.7 million. The net cash used in financing activities for the nine months ended September 30, 2008 resulted from net payments on our credit facility of $120.1 million partially offset by proceeds from the exercise of stock options of $20.8 million along with the related tax benefits.

Credit Agreement

We maintain a revolving credit agreement with a syndicate of lenders led by Bank of America, N.A, as administrative agent. The credit agreement provides for a $300.0 million revolving credit facility, with a $25.0 million letter of credit sublimit and a $30.0 million swing line loan sublimit. The credit agreement also contains an accordion feature that permits the Company to arrange with the lenders for them to provide up to $100.0 million in additional commitments. The maturity date for the credit agreement is April 30, 2012.

Borrowings under the credit agreement are collateralized by our assets and bear interest at one of the following rates as selected by the Company: a LIBOR-based rate plus market-rate spreads that are determined based on the Company's leverage ratio calculation (0.875% to 1.5%), or the lender's base rate, which is the lower of the Federal Funds Rate plus 0.5% or Bank of America's prime lending rate.

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 a certain leverage ratio and fixed charge coverage ratio. The credit agreement also contains various covenants, including affirmative covenants with respect to certain reporting requirements and maintaining certain business activities, and negative covenants that, among other things, may limit our ability to incur liens, incur additional indebtedness, make investments, make acquisitions, pay cash dividends and undertake certain additional actions. As of September 30, 2009, we were in compliance with our financial covenants . . .