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

The following discussion is intended to provide the readers of our financial statements with a narrative from management's perspective regarding our financial condition and results of operations, liquidity, and certain other factors that could affect our future results.

Overview



We provide mission-focused technology solutions and services for U.S. defense,
intelligence community and federal civilian agencies. We excel in full-spectrum
cyber, secure mission & enterprise IT, advanced data analytics, software and
systems development, intelligent systems engineering, intelligence mission
support and mission operations.

Approximately 99% of our revenues during the year ended December 31, 2021 were
generated from contracts with the U.S. government, or through prime contractors
supporting the U.S. government. The U.S. government is the largest consumer of
services and solutions in the U.S. In government fiscal year (GFY) 2021, the
U.S. government obligated approximately $387 billion on contracted services. Our
business is impacted by the overall U.S. government budget and the alignment of
our capabilities and offerings with the U.S. government's spending priorities.
The Department of Defense (DoD) is the largest purchaser of services and
solutions in the U.S. government.

The President's GFY 2022 budget proposal included $753 billion for national
defense programs. Included in the President's budget proposal is spending for
infrastructure, economic stimulus, and education. In November 2021, the
President signed into law the Infrastructure, Investment and Jobs Act (IIJA). To
date, the GFY 2022 budget appropriations have not been enacted and continue to
be debated by Congress. Since the beginning of GFY 2022, the U.S. government has
been, and continues to be, funded through a series of Continuing Resolutions
(CR). The current CR is set to expire on March 11, 2022. Absent an approval of
GFY 2022 appropriations, or other stop gap spending measures, the U.S.
government could experience periodic shutdowns which could materially impact our
financial results and liquidity.

In 2021, the U.S. government increased the debt ceiling by nearly $3 trillion.
The current debt ceiling is expected to allow the U.S. government to operate
into 2023. Exiting 2021, inflation has significantly increased. The Federal
Reserve has signaled their intent to increase interest rates over the coming
year. Increasing interest rates will increase the amount of the federal budget
used to satisfy interest payments on the U.S. debt which could impact the amount
of funding allocated to programs that support national defense. While we cannot
predict the future of the U.S. government's spending priorities, we believe the
geopolitical aggression of adversarial nations as well as cyber threats from
state and non-state actors remain prominent and align well to the services and
capabilities we provide to our customers.

COVID-19 Pandemic



In March of 2020, the World Health Organization declared COVID-19 a pandemic.
Over the past two years, the pandemic has had a significant impact on the global
population and economy. In response to the pandemic, the U.S. government enacted
legislation in an attempt to mitigate the economic impacts through stimulus
spending. In March 2020, the Coronavirus Aid, Relief and Economic Security
(CARES) Act was signed into law. The CARES Act contained a provision (3610)
under which government contractors could seek reimbursement for employee's
salaries when they are prevented from accessing worksites or are subject to
reduced work schedules and cannot telecommute. These provisions were extended
through September 30, 2021 when the President signed into law the American
Rescue Plan (ARP) Act of 2021. Amounts submitted for reimbursement under the
CARES Act diminished significantly in our third quarter of 2021 and costs
incurred in our fourth quarter of 2021 were no longer covered.

On September 9, 2021, the President issued an Executive Order requiring all federal employees and contractors supporting


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the federal government be vaccinated (or to have an approved accommodation) by
December 8, 2021. The vaccination deadline was subsequently extended to January
18, 2022. On December 7, 2021, a federal district judge suspended the
enforcement of this order. This suspension is currently under appeal.

We are continuing to monitor impacts of the global outbreak of the COVID-19
pandemic including new variants of the virus, specific impacts and mitigation
protocols enacted in regions in which we operate, and the vaccination status of
our employees. In preparation of the vaccine mandate and to promote the
well-being of our workforce, we have and continue to encourage our employees to
get vaccinated (or seek an approved accommodation). We cannot predict the
potential impact of the vaccination mandate or the overall evolution of the
pandemic and its further impacts on the economy or our business.

Acquisitions



We continually monitor U.S. government spending and budgetary priorities to
align our investments in new capabilities to drive organic growth. We will
selectively pursue acquisitions that broaden our domain expertise and service
offerings and/or establish relationships with new customers. In 2021, we
acquired Gryphon Technologies, Inc. (Gryphon) and Technical and Management
Assistance Corporation (TMAC). Gryphon provides a broad array of advanced
digital and systems engineering capabilities for Department of Defense agencies.
TMAC provides advanced data engineering services and solutions that ensure the
delivery of vital information to the U.S. Intelligence Community. Since going
public in 2002, we have acquired and integrated 34 businesses into our
operations.

Pricing



Our industry remains competitive on price. While there has been a trend away
from the lowest-price technically acceptable procurement model for a majority of
our customers, contracts continue to be awarded through a competitive bidding
process (including indefinite delivery, indefinite quantity and other
multi-award contracts), which could increase pricing pressure. To ensure our
cost structure remains competitive, we continually evaluate and adjust our
levels of indirect spending to stay in line with the expected business
opportunities. Our industry also remains competitive with respect to attracting
and retaining employees with the necessary skills and security clearances to
perform certain services that are a priority for our customers.

We classify indirect expenses either as cost of services or general and
administrative in manner consistent with disclosure statements submitted and
approved by the Defense Contract Management Agency (DCMA). Effective January 1,
2021, changes in indirect cost allocations reclassified certain expenses from
general and administrative to cost of sales (overhead). While this does not
impact indirect expenses in total, it does reduce general and administrative as
compared to prior periods.

Revenues

Substantially all of our revenues are derived from services and solutions
provided to the U.S. government or to prime contractors supporting the U.S.
government, including services provided by our employees and our subcontractors,
and solutions that include third-party hardware and software that we purchase
and integrate as a part of our overall solutions. Customer requirements may vary
from period-to-period depending on specific contract and customer requirements.

We provide our services and solutions under three types of contracts:
cost-reimbursable; time-and-materials; and fixed-price. In general,
cost-reimbursable contracts are the least profitable of our government contracts
but offer the lowest risk of loss. Under time-and-materials contracts, to the
extent that our actual labor costs are higher or lower than the billing rates
under the contract, our profit under the contract may either be greater or less
than we anticipated or we may suffer a loss under the contract. In general, we
realize a higher profit margin on work performed under time-and-materials
contracts than cost-reimbursable contracts. Fixed-price contracts generally
offer higher profit margin opportunities but can involve greater financial risk
because we bear the impact of cost overruns in return for the full benefit of
any cost savings.

Cost of Services

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

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

General and Administrative Expenses



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

Interest Expense

Interest expense is primarily related to interest expense incurred or accrued under our outstanding borrowings on our debt and deferred financing charges.

Interest Income

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


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Results of Operations

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020



The following table sets forth certain items from our consolidated statements of
income and the relative percentages that certain items of expense and earnings
bear to revenues as well as the year-over-year change from December 31, 2020 to
December 31, 2021.

                                                                       Year Ended
                                                                      December 31,                                                      Year-to-Year Change
                                          2021                 2020                 2021                 2020                              2020 to 2021
                                                   Dollars                                 Percentages                           Dollars                    Percent
                                                                                            (dollars in thousands)
REVENUES                             $ 2,553,956          $ 2,518,384                100.0  %              100.0  %       $           35,572                       1.4  %
Cost of services                       2,174,545            2,138,791                 85.1  %               84.9  %                   35,754                       1.7  %
General and administrative expenses      192,595              221,544                  7.6  %                8.8  %                  (28,949)                    (13.1) %
OPERATING INCOME                         186,816              158,049                  7.3  %                6.3  %                   28,767                      18.2  %
Interest expense                          (2,389)              (1,900)                 0.1  %                0.1  %                      489                      25.7  %
Interest income                              128                  247                    -  %                  -  %                     (119)                    (48.2) %
Other income (expense), net                 (277)                   1                    -  %                  -  %                     (278)                (27,800.0) %
INCOME FROM OPERATIONS BEFORE INCOME
TAXES AND EQUITY METHOD INVESTMENTS      184,278              156,397                  7.2  %                6.2  %                   27,881                      17.8  %
Provision for income taxes               (47,541)             (35,865)                 1.8  %                1.4  %                   11,676                      32.6  %
Equity in earnings (losses) of
unconsolidated subsidiaries                  280                   (2)                   -  %                  -  %                      282                  14,100.0  %
NET INCOME                           $   137,017          $   120,530                  5.4  %                4.8  %       $           16,487                      13.7  %



Revenues

The primary drivers of the increase in our revenues are revenues from new
contract awards, growth on existing contracts and the acquisitions we completed
in the prior year. These increases were offset by contracts and tasks that ended
during the year and reduced scope of work on some contracts including contracts
with variable material purchase requirements. We expect revenues to increase in
2022 due to our recent acquisitions, growth on existing programs and new
contracts.

Cost of services



The increase in cost of services was primarily due to increases in revenues. As
a percentage of revenues, direct labor costs were 50% and 49% for the years
ended December 31, 2021 and 2020, respectively. 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 36% for both the years
ended December 31, 2021 and 2020. With COVID-19 mitigation protocols being
reduced or lifted, direct labor has been impacted as employees have begun
utilizing paid time off at a normalized level. Profitability has increased due
to higher program profits including improved award fees as compared to the prior
period.

General and administrative expenses



The decrease in general and administrative expenses was primarily the result of
changes in the classification of certain indirect cost allocations of
approximately $30.1 million. These decreases were partially offset by a return
to more normalized indirect spending compared to 2020, which experienced reduced
travel, conference expenses and other indirect expenses due to the impacts of
COVID-19. As a percentage of revenues, general and administrative expenses
decreased for the year ended December 31, 2021 as compared to the same period in
2020. We expect general and administrative expenses as a percentage of revenue
to increase slightly in 2022, due to higher amortization expenses and continued
return to normalized indirect spending.

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Provision for income taxes



Our effective tax rate is affected by recurring items, such as the relative
amount of income we earn in various taxing jurisdictions and their tax rates. 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 rate was 26% and 23% for
the years ended December 31, 2021 and 2020, respectively. The increase in our
effective tax rate is primarily due to an increase in nondeductible executive
equity compensation and a reduced research and development credit. For
additional information concerning the research and development tax credit, see
Note 13 to our consolidated financial statements in Item 8.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019



To review the comparison of our results of operations for the fiscal year ended
December 31, 2020 with our results of operations for the fiscal year ended
December 31, 2019, please refer to the section titled "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020.

Backlog



For the years ended December 31, 2021 and 2020 our backlog was $10.6 billion and
$10.2 billion, respectively, of which $1.6 billion and $1.2 billion,
respectively, was funded backlog. The increase in our backlog is due to contract
awards and acquisitions during the year. We believe our backlog, together with
new contract awards, will support continued growth in our business. Backlog
represents estimates that we calculate on a consistent basis. For additional
information on how we compute backlog, see "Backlog" in Item 1 "Business."

Liquidity and Capital Resources



Our primary sources of liquidity are cash provided by operations and our credit
facilities. On December 31, 2021, our cash and cash equivalents balance was
$53.4 million. There were $300.0 million in outstanding borrowings under our
credit facilities at December 31, 2021. The maximum available borrowings under
our credit facilities at December 31, 2021 were $796.6 million. These sources of
liquidity have met the short-term and long-term liquidity needs for financing of
acquisitions, working capital, payment under our cash dividend program and
capital expenditures.

Cash provided by operating activities has been adequate to fund our operations,
including payments under our regular cash dividend program. When there are
short-term fluctuations in our cash flows and level of operations, we may from
time-to-time increase borrowings under our credit facilities to meet cash
demands.

Cash Flows from Operating Activities



Our operating cash flow is primarily affected by our ability to invoice and
collect from our clients in a timely manner, our ability to manage our vendor
payments and the overall profitability of our contracts. We bill most of our
customers monthly after services are rendered. Our accounts receivable days
sales outstanding (DSO) were 68 and 56 for the quarters ended December 31, 2021
and 2020, respectively. The increase in DSO is primarily due to increases in
accounts receivable from companies acquired in December 2021. For the years
ended December 31, 2021 and 2020, our net cash flows from operating activities
were $212.2 million and $247.2 million, respectively. The decrease in net cash
flows from operating activities during the year ended December 31, 2021 when
compared to the same period in 2020 was primarily due to the timing of accrued
salaries and related expenses and payment of vendors.

Cash Used in Investing Activities



Our cash used in investing activities consists primarily of business
combinations, purchases of property and equipment and investments in capitalized
software for internal use. For the years ended December 31, 2021 and 2020, our
net cash used in investing activities were $425.2 million and $150.1 million,
respectively. For the year ended December 31, 2021, our net cash used in
investing activities were primarily due to the acquisitions of Gryphon and TMAC
as well as the purchase of equipment to support our managed IT service contracts
and infrastructure investments. For the year ended December 31, 2020, our net
cash used in investing activities were primarily due to the acquisitions of
Minerva Engineering and Tapestry Technologies and the purchase of equipment to
support our managed IT service contracts and infrastructure investments.

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Cash Flows Used in Financing Activities



For the year ended December 31, 2021, our net cash flows from financing
activities were $225.2 million, primarily due to net borrowing under our credit
facilities to fund acquisitions, offset by dividends paid. For the year ended
December 31, 2020, our net cash used in financing activities were $64.8 million,
primarily due to dividends paid and net repayments under our revolving credit
facility, offset by the proceeds from the exercise of stock options.

Credit Facility



On July 20, 2021, we amended and restated our credit agreement (Third Amended
and Restated Credit Agreement) with a syndicate of lenders led by Bank of
America, N.A., as sole administrative agent. The Third Amended and Restated
Credit Agreement includes an aggregate principal amount of up to $1.1 billion
made available through (i) a $500 million revolving credit facility with a $100
million letter of credit sublimit and a $50 million swing line loan sublimit and
(ii) a $600 million delayed-draw term loan facility. Under the delayed-draw term
loan facility, borrowings are available to be drawn prior to the first
anniversary of the Third Amended and Restated Credit Agreement in up to three
separate drawings in a minimal amount of $50 million. The Third Amended and
Restated Credit Agreement also includes an accordion feature that permits us to
arrange with the lenders for the provision of additional commitments. The
maturity date of the Third Amended and Restated Credit Agreement is July 20,
2026. We have deferred $3.7 million in debt issuance costs, including $3.3
million due to the Third Amended and Restated Credit Agreement, which are being
amortized over the term of the new credit agreement.

Borrowings under the Third Amended and Restated Credit Agreement are
collateralized by substantially all of our assets and those of our Material
Subsidiaries and bear interest at one of the following variable rates as
selected by us at the time of borrowing: a London Interbank Offer Rate base rate
plus market-rate spreads (1.25% to 2.00% based on our consolidated total
leverage ratio) or Bank of America's base rate plus market spreads (0.25% to
1.00% based on our consolidated total leverage ratio).

The terms of the Third Amended and Restated Credit Agreement permit prepayment
and termination of the loan commitments at any time, subject to certain
conditions. The Third Amended and Restated Credit Agreement requires us to
comply with specified financial covenants, including the maintenance of certain
leverage ratios and a consolidated coverage ratio. The Third Amended and
Restated Credit Agreement also contains various covenants, including affirmative
covenants with respect to certain reporting requirements and maintaining certain
business activities, and negative covenants that, among other things, may limit
or impose restrictions on our ability to incur liens, incur additional
indebtedness, make investments, make acquisitions and undertake certain other
actions. As of, and during the fiscal years ending December 31, 2021 and 2020,
we were in compliance with our financial covenants under the credit agreement.

There was $300.0 million and $15.0 million outstanding on our credit facilities at December 31, 2021 and 2020, respectively.

Contractual Obligations



Our primary contractual obligations include operating lease obligations and debt
obligations. Our operating lease obligations as of December 31, 2021 were $96.1
million. These obligations will be paid within the time period of less than one
year to more than 5 years. See Note 5 to our consolidated financial statements
in Item 8 for additional information regarding leases. Our debt obligations as
of December 31, 2021 were $300.0 million. We may elect to pay all of or a
portion of this obligation earlier than contractually required. See Note 9 to
our consolidated financial statements in Item 8 for additional information
regarding debt and related matters.

Capital Resources



We believe the capital resources available to us from cash on hand, our
remaining capacity under our credit facilities, and cash from our operations are
adequate to fund our anticipated cash requirements for at least the next year.
We anticipate financing our external growth from acquisitions and our
longer-term internal growth through one or more of the following sources: cash
from operations; use of our credit facilities; and additional borrowings of debt
or issuance of equity.

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
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exceeds six months and that the weighted average maturity of the portfolio
cannot exceed 60 days. Cash and cash equivalents include cash on hand, amounts
due from banks and short-term investments with maturity dates of three months or
less at the date of purchase.

Dividend



During the years ended December 31, 2021 and 2020, we declared and paid
quarterly dividends in the amount of $0.38 and $0.32 per share on both classes
of common stock. On February 22, 2022, we declared a quarterly cash dividend in
the amount of $0.41 per share, to be paid on March 25, 2022. While we expect to
continue the regular cash dividend program, any future dividends declared will
be at the discretion of our Board of Directors and will depend, among other
factors, upon our results of operations, financial condition and cash
requirements, as well as such other factors our Board of Directors deems
relevant.

Critical Accounting Estimates



The discussion and analysis of our financial condition and results of operations
are based on our consolidated financial statements, which have been prepared in
accordance with U.S. generally accepted accounting principles (GAAP). Our
significant accounting policies are described in Note 2 to our consolidated
financial statements in Item 8. We consider certain of these policies to be
critical accounting policies as they require management to make significant
estimates and judgments that affect the reported amount of assets, liabilities,
revenues and expenses. Actual results may differ from these estimates under
different assumptions or conditions.

Revenue Recognition and Cost Estimation



At contract inception, we identify our performance obligations; then we
determine the transaction price for the contract. The transaction price can be a
fixed or variable amount. It is common for our contracts to contain award fees,
incentive fees or other provisions that can either increase or decrease the
transaction price. These variable amounts generally are awarded upon achievement
of certain performance metrics, program milestones or cost targets and can be
based upon customer discretion. We estimate variable consideration as the most
likely amount to which we expect to be entitled. We include estimated amounts in
the transaction price when it is probable that a significant reversal of
cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is resolved. Our estimates of variable
consideration and determination of whether to include estimated amounts in the
transaction price are based largely on an assessment of our anticipated
performance and historical, current and forecasted information that is
reasonably available to us. The transaction price is allocated to each distinct
performance obligation using our best estimate of the standalone selling price
for each distinct good or service promised in the contract. The primary method
used to estimate standalone selling price is the expected cost plus a margin
approach, under which we forecast our expected costs of satisfying a performance
obligation and then add an appropriate margin for that distinct good or service
promised. Revenue is recognized when, or as, the performance obligation is
satisfied.

Based on the nature of the products and services provided in the contract, we
use our judgment to determine if an input measure or output measure best depicts
the transfer of control over time. For services contracts, we typically satisfy
our performance obligations as services are rendered. We typically use a
cost-based input method to measure progress. Contract costs include labor,
material and allocable indirect expenses. Revenue is recognized proportionally
as contract costs are incurred plus estimated fees. For time-and-material
contracts, we bill the customer per labor hour and per material, and revenue is
recognized in the amount invoiced since the amount corresponds directly to the
value of our performance to date. For stand-ready service contracts, a
time-elapsed output method is used to measure progress, and revenue is
recognized straight-line over the term of the contract. We also consider control
to transfer when we have a present right to payment and our customer has legal
title. Determining a measure of progress and when control transfers requires us
to make judgments that affect the timing of when revenue is recognized.

The effect of a contract modification on the transaction price and our measure
of progress for the performance obligation to which it relates is recognized as
a cumulative adjustment to revenue and profit. A significant change in one or
more estimates could affect the profitability of our contracts. We recognize
adjustments in estimated profit on contracts in the period identified. The
impact of adjustments in contract estimates can be reflected in either revenue
or operating expenses on our consolidated statement of income.

We have an Estimate at Completion process in which management reviews the
progress and execution of our performance obligations. As part of this process,
management reviews information including, but not limited to, any outstanding
key
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contract matters, progress towards completion and the related program schedule,
identified risks and opportunities and the related changes in estimates of
revenue and costs. The risks and opportunities include management's judgment
about the ability and cost to achieve the contract milestones and other
technical contract requirements. Management must make assumptions and estimates
regarding labor productivity and availability, the complexity of the work to be
performed, the availability of materials, the length of time to complete the
performance obligation, execution by our subcontractors, the availability and
timing of funding from our customer and overhead cost rates, among other
variables. A significant change in one or more of these estimates could affect
the profitability of our contracts. For the years ended December 31, 2021, 2020
and 2019, the aggregate impact of adjustments in contract estimates increased
our revenue by $8.8 million, $10.8 million and $11.3 million, respectively. No
adjustment on any one contract was material to our consolidated financial
statements for the years ended December 31, 2021, 2020 and 2019.

Estimates in Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations



Determining the fair value of assets acquired and liabilities assumed requires
significant judgment, which includes, among other factors, analysis of
historical performance and estimates of future performance. These factors may
cause final amounts to differ materially from original estimates. In some cases,
we use discounted cash flow analyses, which are based on our best estimate of
future revenue, earnings and cash flows as well as our discount rate adjusted
for risk.

Estimates in Fair Value of Reporting Units in Goodwill Impairment



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

Due to the many variables inherent in the estimation of a reporting unit's fair
value and the relative size of our recorded goodwill, differences in assumptions
may have a material effect on the results of our goodwill impairment analysis.

Estimates in Accounting for Income Taxes



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

Recently Issued But Not Yet Adopted Accounting Standards Updates

For information on the recently issued but not yet adopted Accounting Standards Updates, see Note 2 to our consolidated financial statements in Item 8.

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