UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the period ended December 31, 2002 and the fiscal year ended
December 30, 2002
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________________ to ______________________
COMMISSION FILE NUMBER 000-49604
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
MANTECH INTERNATIONAL 401(K) PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
MANTECH INTERNATIONAL CORPORATION
12015 Lee Jackson Highway
Fairfax, VA 22033-3300
INDEX
-----
Independent Auditors' Report
Financial Statements for the period ended December 31, 2002 and
the years ended December 30, 2002 and 2001
Statements of Net Assets Available for Plan Benefits
Statements of Changes in Net Assets Available for Plan Benefits
Notes to Financial Statements
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes as of December 31, 2002
Schedule of Assets Held for Investment Purposes as of December 30, 2002
Signatures
Exhibit Index
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
ManTech International 401(k) Plan
Fairfax, Virginia
We have audited the accompanying statements of net assets available for plan
benefits of the ManTech International 401(k) Plan (the "Plan") as of December
31, 2002 and December 30, 2002 and 2001, and the related statement of changes in
net assets available for plan benefits for the period ended December 31, 2002
and the years ended December 30, 2002 and 2001. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial status of the Plan as of December 31, 2002 and December
30, 2002 and 2001 and the changes in its financial status for the period ended
December 31, 2002 and the years ended December 30, 2002 and 2001, in conformity
with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule
of Assets Held for Investment Purposes is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility
of the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2002 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic 2002 financial statements taken as a whole.
As discussed in Note 3 to the financial statements, effective for plan years
after December 30, 2002, the plan year end was changed from December 30 to
December 31.
McLean, Virginia
June 20, 2003
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002 AND DECEMBER 30, 2002 AND 2001
December 31, December 30, December 30,
2002 2002 2001
----------- ------------ ------------
ASSETS:
Investments, at fair value:
Amounts on deposit
with CIGNA $122,579,805 $122,491,790 $132,443,212
Loans receivable
from participants 3,280,405 3,290,985 3,395,145
------------- ------------- ------------
125,860,210 125,782,775 135,838,357
Contributions receivable:
Employer 55,984 55,984 48,714
Employee 188,859 188,859 221,865
------------- ------------ -----------
Net assets available
for plan benefits $126,105,053 $126,027,618 $136,108,936
------------ ------------ ------------
------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE PERIOD ENDED DECEMBER 31, 2002 AND YEARS ENDED
DECEMBER 30, 2002 AND 2001
Period Ended Year Ended Year Ended
December 31, December 30, December 30,
2002 2002 2001
------------ ----------- ------------
Additions to net assets:
Contributions:
Employer $ -- $ 2,713,492 $ 2,555,830
Employee -- 10,819,101 10,401,356
Net appreciation(depreciation)
in fair value of investments 75,505 (15,700,001) (8,285,935)
Interest 8,138 2,797,366 3,119,244
------------ ------------- ------------
Total investment gain(loss) 83,643 (12,902,635) (5,166,691)
------------ ------------- ------------
Total additions 83,643 629,958 7,790,495
------------ ------------- ------------
Deductions from net assets:
Withdrawals 11,586,049 12,432,091
Distributions 6,208 90,043 188,977
Administrative expenses -- 29,237 23,248
------------ ----------- -----------
Total deductions 6,208 11,705,329 12,644,316
------------ ----------- -----------
Rollover of funds -- 994,053 808,709
------------ ------------ -----------
Net increase(decrease) 77,435 (10,081,318) (4,045,112)
Net assets available for plan benefits:
Beginning of period 126,027,618 136,108,936 140,154,048
------------ ------------ ------------
End of period $126,105,053 $126,027,618 $136,108,936
------------ ------------ -------------
------------ ------------ -------------
The accompanying notes are an integral part of these financial statements.
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
The following description of the ManTech International 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the Plan
agreement for more detailed information.
The Plan is a voluntary, defined contribution pension plan, subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended. All employees of ManTech International Corporation (the Company), and
its subsidiaries, who are on the Company's U.S. payroll are eligible to
participate in the Plan, including regular full-time employees, and part-time
employees scheduled to work 20 or more hours per week. Employees who are not
eligible to participate in the Plan include: (i) leased employees; (ii)
employees who are employed under the terms of contracts between the Company and
the United States government, unless the contracts are designated by the Company
as participating in the Plan; and (iii) employees who are employed by a
subsidiary or related company that has not adopted the Plan. The Company is a
party to a collective bargaining agreement at two sites, the Goddard Space
Flight Center and the Wallops Island Flight Facility (WFF), where some of the
Company's employees are represented by the International Brotherhood of
Electrical Workers (IBEW), Local 1501. Plan eligibility and participation
criteria applicable to employees working overseas or in accordance with the
collective bargaining agreement may be different than criteria applicable to
other Company employees.
The Plan is administered by the Company which plans, administers, and negotiates
rights and benefits for participants in the Plan. Cigna Bank & Trust Company is
the Plan's Trustee. The custodian of the Plan, CIGNA Retirement and Investment
Services (CIGNA), is responsible for investments and administration.
Investments
The Plan maintains a group annuity contract (the Contract) with CIGNA. The
Contract, which became effective June 1, 1996, provides for investment of
contributions, at participants' direction, in the following accounts based upon
information presented in the prospectuses of the Funds:
* CIGNA Charter Guaranteed Long-Term Fund (Guaranteed Fund) - This fixed income
fund consists of a portfolio of commercial mortgages and privately placed and
publicly traded debt securities, including corporate bonds, asset-backed
securities, and residential mortgage bonds. The result is a diversified multi-
billion dollar fund which offers a fixed rate of return, coupled with a full
guarantee of principal and credited interest from Connecticut General Life
Insurance Company.
* AIM Value Account (AIM Value Fund) - This fund is a pooled separate investment
account which makes investments in domestic and international equity securities
deemed to be superior, but undervalued. The goal is to generate high rates of
long-term capital appreciation. On June 1, 2001, a process of phasing out the
AIM Value Account as an investment choice in the Plan began. Effective August 1,
2001, any participant's AIM Value Account balance was transferred to the Large
Company Stock - Growth III Fund.
* Actively Managed Fixed Income Account (Actively Managed Fund) - This fund is a
pooled separate investment account, which makes investments in predominantly
high quality corporate and Government fixed income securities. The objective of
this account is to attain superior returns over full market cycles, while
limiting periods of potential underperformance.
* Lifetime Funds- CIGNA Lifetime Funds are a family of funds comprised of five
distinct, multi-asset class, multi-manager investment portfolios, which offer a
range of risk/return characteristics. This family is based on the life-cycle
theory of investing, such that different bond/stock mixes are appropriate for
individuals at different stages of their lives. Each of the five funds
represents a balanced portfolio of bonds, stocks, and cash-equivalent
investments, depending on progressive age groups, time horizons and investment
risk tolerance.
* Large Company Stock Index Fund (Stock Index Fund) - This CIGNA account is
constructed to reflect the composition of the S&P 500 Index. Its investment
objective is to produce a total return which closely approximates the total
return of the S&P 500 Index, thereby providing investors with long-term growth
of capital and income.
* American Century Ultra Account (American Century Fund) - This CIGNA separate
account invests wholly in the American Century Ultra Fund. This fund seeks to
provide growth of capital by investing primarily in common stocks of large and
medium-sized companies.
* Foreign Stock II Fund - This CIGNA separate account seeks to provide long-term
capital growth by investing primarily in the common stock of well established
companies located outside the U.S.
* Large Company Stock Growth Fund - This CIGNA separate account seeks to provide
long-term capital growth by investing exclusively in equity securities of large
U.S. companies.
* Small Company Stock Growth Fund - This CIGNA separate account seeks to provide
long-term capital growth by investing exclusively in common and preferred stock
of small U.S. companies. Effective October 1, 2000, Fiduciary Trust Company
International's small company stock growth fund in the Plan was replaced by a
small company stock growth fund managed by Times Square Capital Management, Inc.
* Large Company Stock - Value I Fund - This CIGNA Charter separate account
follows a large capitalization value strategy and seeks to control risk via
emphasis on diversified, but highly liquid, large capitalization securities.
* Small Company Stock - Value I Fund - This CIGNA Charter separate account
follows a small company equity value strategy and seeks to provide capital
appreciation via common stock investments in small companies with market
capitalization under $800 million.
Effective October 1, 2000, a self-directed brokerage account known as
CIGNADirect(Registered) was added as an investment choice in the Plan.
CIGNADirect(Registered)is offered through CIGNA Financial Services, Inc.,
a broker-dealer subsidiary of CIGNA. Through CIGNADirect(Registered), Plan
participants can direct the investment of up to 25% of their Plan account
balance in a variety of mutual funds, stocks or fixed income alternatives
outside the Plan's core group of investment choices described previously,
including Company stock.
Effective June 1, 2001, two growth funds were added as investment choices for
Plan participants.
* Large Company Stock - Growth III Fund - This CIGNA Charter separate account
follows a large capitalization growth strategy and seeks to provide long-term
capital appreciation and outperform specialized large cap growth index funds.
* Midsize Company Stock Growth Fund - This CIGNA Charter separate account
invests primarily in common stocks of medium-sized companies and seeks to
achieve maximum long-term capital growth in excess of specialized midcap index
funds.
* Core Plus Fixed Income Fund - Effective August 15, 2001, an alternative fixed
income investment option known as the Core Plus Fixed Income Fund was added to
the Plan's investment portfolio. This CIGNA Charter separate account invests
primarily in high quality domestic and international government and corporate
fixed income securities.
The Plan presents investment income in the Statement of Changes in Net Assets
Available for Plan Benefits. Investment income includes interest and the net
appreciation (depreciation) in the fair value of investments, which consists
of realized gains or losses and unrealized appreciation (depreciation) on
certain investments, net of certain investment costs.
Eligibility
An employee is eligible to participate in the Plan after three months of service
(after one year of service for employees under the collective bargaining
agreement). There were 4,068 participants in the Plan as of December
31 and December 30, 2002.
Participant Accounts
The Plan requires that a separate record or account be maintained for each
employee in the Plan. Participants' contributions are credited directly to their
individual accounts. Employer contributions, as well as income earned under the
group annuity contract, are credited to participants' accounts in accordance
with provisions of the Plan.
Participant Loans
A participant may borrow from his or her account provided that the participant
executes a promissory note in the amount of the loan which indicates the
repayment period and rate of interest. The minimum loan is $1,000, and the
aggregate amount of outstanding loans to a given participant may not exceed 50%
of the participant's total vested account balance or $50,000, whichever is
lower. The rate of interest on any loan is fixed at the prevailing rate used by
commercial lending institutions on the date the loan application is received.
The repayment period is selected by the participant, but may not exceed the
lesser of five years or the number of years remaining before the participant's
retirement, with the exception of home loans. Repayment is facilitated through
payroll deductions. Loans to participants are considered assets of the Plan and
are presented at cost which equates fair value.
Participant loans that are not repaid upon employment termination shall be
considered in default. Loans shall also be considered in default if any loan
payment is not paid within 90 days of the payment due date.
Loans in default, as shown in Note 5 - Loans in default that did not result in
any renegotiation of loan terms or resumption of repayment total $6,208 and
$90,043 for the period ended December 31, 2002 and the year ended December 30,
2002, respectively, are included as distributions on the Statement of Changes in
Net Assets Available for Plan Benefits; and as such, are not included as loans
receivable from participants on the Statement of Net Assets Available for Plan
Benefits or on the Schedule of Assets Held for Investment Purposes at December
31, 2002 and December 30, 2002, respectively.
Participants are charged a one-time $50 setup fee for each loan requested.
Payment of Benefits
Upon termination of service, a participant may elect to receive a lump-sum
amount equal to the value of his or her account, including employer
contributions, or an annuity payment option, or delay withdrawal until a future
date. Withdrawals are recorded when paid.
Administrative Expenses
Except for a $25 annual service charge assessed to each participant who remains
in the Plan but has terminated their employment with the Company, CIGNA does not
impose a per-participant fee to cover the costs of recordkeeping and participant
service center support. These fees have been factored into the overall asset
charges which are automatically deducted from the rates of return of the various
CIGNA funds including the CIGNA Charter Guaranteed Long-Term fund, the five
CIGNA Lifetime Funds, the CIGNA Actively Managed Fund, and the CIGNA Stock
Market Fund.
CIGNA does not impose a separate asset charge for the non-CIGNA managed funds
that include the AIM Value Fund, the Large Company Stock Growth Fund, the Small
Company Stock Growth Fund, the American Century Fund, the Large Company Stock
Value Fund, the Small Company Stock Value Fund, CIGNADirect(Registered) and
the Foreign Stock II Fund. Asset charges for these funds are already factored
into the rates of return for such funds by each fund manager.
Tax Status
The Internal Revenue Service (IRS) has determined and informed the Company by a
letter dated January 8, 2003, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has subsequently been amended since receiving this determination letter and the
Company anticipates obtaining a determination letter from the IRS that the Plan,
as amended, continues to comply with all applicable requirements of the IRC. The
Company believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Accordingly, no
provision for income taxes has been recorded in the Plan's financial statements.
Contributions
The Plan permits tax-deferred contributions up to 20% of gross pay. The
tax-deferred contribution threshold for participants under the terms of the
collective bargaining agreement is 15%. The overseas participants are allowed to
contribute after-tax money only.
The after-tax contribution limit is 10% with the exception of overseas
participants for which the limit is 20%. However, total contributions
(tax-deferred plus after-tax contributions) cannot exceed 20% of gross pay (18%
for participants under the collective bargaining agreement).
The Company matches a Plan defined percentage of employee contributions up to 4%
(8% for Goddard Space Flight Center participants under the collective bargaining
agreement) of the participant's base compensation.
Participants are fully vested in all contributions made to their accounts.
Plan Termination
The Company expects to continue to sponsor the Plan indefinitely and to continue
to match contributions. However, the Company has the right to terminate the Plan
at any time upon written notice to CIGNA. In the event of Plan termination,
participants are 100% vested in their accounts.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Investment Valuation
The Guaranteed Fund assets of the Plan are stated at their contract value which
approximates fair value and represents contributions made under the contract
plus accumulated interest at the contract rate. The assets in all of the other
funds are stated at their respective fair values as determined by CIGNA.
The Plan utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could
materially affect the amount reported in the Statement of Net Assets Available
for Plan Benefits.
NOTE 3 - SUBSEQUENT EVENTS
Plan Year Change
The Plan was amended, effective for plan years after December 30, 2002. The plan
year will start on January 1st and end on December 31st. As a result, the
Statement of Net Assets and the Statement of Changes in Net Assets include the
one day period, December 31, 2002.
Form 5500 Filing
Due to the plan year change, to comply with the IRS requirement for filing 5500,
The Company will be filing two separate forms. One form will be for the plan
year ending December 30, 2002, and the other will be for the one day, December
31, 2002. The Financial Statements contain information corresponding to both
periods.
NOTE 4- INVESTMENTS AT FAIR VALUE
The following table represents the fair value of investments at December 31,
2002, December 30, 2002 and December 30, 2001. Investments representing 5% of
the Plan's net assets are separately identified.
Investments at fair market value:
December 31, December 30, December 30,
2002 2002 2001
------------ ------------ ------------
Guaranteed Fund $54,514,110* $54,496,815* $52,607,559*
Actively Managed Fund 11,644,344* 11,642,924* 8,478,188*
Lifetime Funds 6,409,801* 6,406,797* 6,464,237
Stock Index Fund 9,154,922* 9,155,792* 12,436,996*
Midsize Company Stock
Growth Fund 2,406,982 2,387,240 2,311,476
TimesSquare Core Plus
Bond Fund 702,028 701,870 119,839
Large Company Stock
Growth Funds 17,261,528* 17,284,961* 24,729,621*
Small Company Stock
Growth Fund 3,086,312 3,070,406 3,688,179
American Century Fund 7,438,833* 7,425,505* 10,341,055*
Large Company Stock
Value Fund 1,611,466 1,601,192 1,892,925
Small Company Stock
Value Fund 6,991,623* 6,972,443* 7,838,614*
Self-Directed Brokerage
Account 123,783 124,818 111,000
Foreign Stock II Fund 1,234,073 1,221,027 1,423,523
--------- --------- ---------
Total $122,579,805 $122,491,790 $132,443,212
------------ ------------ ------------
------------ ------------ ------------
* Represents 5% or more of the Plan's net assets at December 31, 2002
and December 30, 2002 and 2001.
NOTE 5- RECONCILIATION TO IRS FORM 5500
Pursuant to ERISA provisions, the following is a reconciliation of net assets
available for plan benefits at December 31, 2002, December 30, 2002 and
December 30, 2001 as reported in the Statement of Net Assets Available for Plan
Benefits, to net assets as reported on Form 5500 to be filed with the IRS:
December 31, December 30, December 30,
2002 2002 2001
------------ ------------ ------------
Amount per Statement
of Net Assets Available
for Plan Benefits $126,105,053 $126,027,618 $136,108,936
Items reflected in IRS Form
5500 not reflected in the
Statement of Net Assets
Available for Plan Benefits:
Distributions Payable -- -- --
------------- ------------- -------------
Amount per IRS Form 5500 $126,105,053 $126,027,618 $136,108,936
------------- ------------- -------------
------------- ------------- -------------
Pursuant to ERISA provisions, the following is a reconciliation of total
withdrawals in the period ended December 31, 2002 and the years ended December
30, 2002 and December 30, 2001 as reported in the Statement of Changes in Net
Assets Available for Plan Benefits, to withdrawals as reported on Form 5500 to
be filed with the IRS:
Period ended Year ended Year ended
December 31, December 30, December 30,
2002 2002 2001
------------ ------------ -------------
Withdrawals per
Statement of Changes in
Net Assets Available for
Plan Benefits $ -- $11,586,049 $12,432,091
Add: Distributions
Payable to withdrawing
participants at year end -- -- --
Less: Distributions Payable
to withdrawing participants
at beginning of year -- -- (540,220)
----------- ----------- -----------
Amount per IRS Form 5500 $ -- $11,586,049 $11,891,871
----------- ----------- -----------
----------- ----------- -----------
NOTE 5- RECONCILIATION TO IRS FORM 5500 - continued
Pursuant to ERISA provisions, the following is a reconciliation of total loans
in default resulting in distributions in the period ended December 31, 2002 and
the years ended December 30, 2002 and December 30, 2001 as reported in the
Statement of Changes in Net Assets Available for Plan Benefits, to total loans
in default as reported on Form 5500 to be filed with the IRS:
Period Ended Year Ended Year Ended
December 31, December 30, December 30,
2002 2002 2001
-------------- ------------- ------------
Distributions per
Statement of Changes in
Net Assets Available for
Plan Benefits $6,208 $90,043 $188,977
Add: Loans previously
in default that resulted
in resumption of repayment -- -- 86,322
------ ------- --------
Amount per IRS Form 5500 $6,208 $90,043 $275,299
------ ------- --------
------ ------- --------
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2002
Identity of Issuer,
Borrower, Lessor or
Similar Party Description of Investment Fair Value (2)
------------------- ------------------------- --------------
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Guaranteed Fund $54,514,110
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Midsize Company Stock Growth Fund 2,406,982
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Actively Managed Fund 11,644,344
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Lifetime Funds 6,409,801
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Stock Index Fund 9,154,922
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Large Company Stock Growth Fund 17,261,528
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Small Company Stock Growth Fund 3,086,312
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) American Century Fund 7,438,833
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Foreign Stock II Fund 1,234,073
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Large Company Stock Value Fund 1,611,466
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Small Company Stock Value Fund 6,991,623
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) TimesSquare Core Plus Bond Fund 702,028
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Self-Directed Brokerage Account (3) 123,783(3)
Loans Receivable from Participants Fully amortizing loans bearing interest
ranging from 5.0% to 12.0% and maturing
at various dates through the year 2019. 3,280,405
------------
Total Assets Held for Investment $125,860,210
------------
------------
(1) Noted as party-in-interest.
(2) Cost information is not required for participant-directed investments and, therefore not included.
(3) The Self-Directed Brokerage Account included $23,442 of ManTech International Corporation Class A
Common Stock as of December 31, 2002.
MANTECH INTERNATIONAL CORPORATION
MANTECH INTERNATIONAL 401(k) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 30, 2002
Identity of Issuer,
Borrower, Lessor or
Similar Party Description of Investment Fair Value (2)
------------------- ------------------------- -----------
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Guaranteed Fund $54,496,815
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Midsize Company Stock Growth Fund 2,387,240
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Actively Managed Fund 11,642,924
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Lifetime Funds 6,406,797
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Stock Index Fund 9,155,792
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Large Company Stock Growth Fund 17,284,961
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Small Company Stock Growth Fund 3,070,406
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) American Century Fund 7,425,505
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Foreign Stock II Fund 1,221,027
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Large Company Stock Value Fund 1,601,192
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Small Company Stock Value Fund 6,972,443
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) TimesSquare Core Plus Bond Fund 701,870
CIGNA Retirement and Pooled Separate Accounts:
Investment Services (1) Self-Directed Brokerage Account (3) 124,818(3)
Loans Receivable from Participants Fully amortizing loans bearing interest
ranging from 5.0% to 12.0% and maturing
at various dates through the year 2019. 3,280,985
------------
Total Assets Held for Investment $125,772,775
------------
------------
(1) Noted as party-in-interest.
(2) Cost information is not required for participant-directed investments and, therefore not included.
(3) The Self-Directed Brokerage Account included $24,227 of ManTech International Corporation Class A
Common Stock as of December 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
administrator has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ George J. Pedersen
_____________________________________________________
ManTech International Corporation, Plan Administrator
George J. Pedersen
Chairman of the Board, Chief Executive Officer and President
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
----------- --------
23.1 Consent of Independent Auditors
99.1 Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-83676 of ManTech International Corporation on Form S-8 of our report dated
June 20, 2003, appearing in the Annual Report on Form 11-K of the ManTech
International 401(k) Plan for the period ended December 31, 2002 and the year
ended December 30, 2002.
/s/ Deloitte & Touche LLP
McLean, Virginia
July 14, 2003
EXHIBIT 99.1
CERTIFICATION 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 Annual Report on Form 11-K of the ManTech International
Corporation Employee Stock Ownership Plan (the "Plan") for the period ended
December 31, 2002 and the fiscal year ended December 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, George
J. Pedersen, Chief Executive 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, to the best of my knowledge, 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 Plan.
This certificate is being made for the exclusive purpose of compliance by the
Chief Executive Officer of the Company with the requirements of Section 906 of
the Sarbanes-Oxley Act of 2002, and may not be distributed or used by any person
or for any reason other than as specifically required by law.
Date: July 14, 2003
By: /s/ George J. Pedersen
_________________________________________
Name: George J. Pedersen
Title: Chairman of the Board of Directors, Chief
Executive Officer and President
EXHIBIT 99.2
CERTIFICATION 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 Annual Report on Form 11-K of the ManTech International
Corporation Employee Stock Ownership Plan (the "Plan") for the period ended
December 31, 2002 and the fiscal year ended December 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald
R. Spoehel, 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, to the best of my knowledge, 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 Plan.
This certificate is being made for the exclusive purpose of compliance by the
Chief Financial Officer of the Company with the requirements of Section 906 of
the Sarbanes-Oxley Act of 2002, and may not be distributed or used by any
person or for any reason other than as specifically required by law.
Date: July 14, 2003
By: /s/ Ronald R. Spoehel
___________________________________
Name: Ronald R. Spoehel
Title: Executive Vice President and
Chief Financial Officer