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•	reduced spending levels and changing budget priorities of our largest customer, the United States federal government, which accounts for approximately 97% of our revenue;

•	failure of our customer to fund a contract or exercise options to extend contracts, or our inability to successfully execute awarded contracts;

•	automatic across-the-board spending cuts to civil and defense programs as a result of the sequester or other budget constraints;

•	limitations as a result of our substantial indebtedness which could adversely affect our financial health, operational flexibility and strategic plans;

•	failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt;

•	failure to comply with complex laws and regulations, including but not limited to, the False Claims Act, the Federal Acquisition Regulation, the Defense Federal Acquisition Regulation Supplement and the U.S. Government Cost Accounting Standards;

•	possible delays or overturning of our government contract awards due to bid protests, loss of contract revenue or diminished opportunities based on the existence of organizational conflicts of interest or failure to perform by other companies on which we depend to deliver products and services;

•	security threats, attacks or other disruptions on our information infrastructure, and failure to comply with complex network security and data privacy legal and contractual obligations or to protect sensitive information;

•	inability or failure to adequately protect our proprietary information or intellectual property rights or violation of third party intellectual rights;

•	potential for significant economic or personal liabilities resulting from failures, errors, delays or defects associated with products, services and systems we supply including risks associated with work performed through joint venture arrangements;

•	adverse changes in federal government practices;

•	pricing pressure on new work, reduced profitability or loss of market share due to intense competition and commoditization of services we offer;

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adverse results of audits and investigations conducted by the Defense Contract Audit Agency, Internal Revenue Service or any of the Inspectors General for various agencies with which we contract, including, without limitation, any determination that our purchasing, property, estimating, cost accounting, labor, billing, compensation, management information systems or contractor internal control systems are deficient;

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adverse determinations of any tax authority successfully challenging the Company’s operational structure, transfer pricing policies, or the taxable presence of its remaining subsidiaries in certain countries, or a finding against the Company in a material tax dispute could increase its effective tax rate on its earnings and materially decrease earnings and negatively affect cash flows from operations;

•	difficulties accurately estimating contract costs and contract performance requirements;

•	possible further impairment of goodwill, trade names and other assets as a result of customer budget pressures and reduced U.S. federal government spending;

•	challenges attracting and retaining key personnel or high-quality employees, particularly those with security clearances;

•	failure to manage acquisitions or divestitures successfully, including identifying, evaluating, and valuing acquisition targets, integrating acquired companies, losses associated with divestitures, and the inability to effect divestitures at attractive prices and on a desired timeline;

•	possible future losses that exceed our insurance coverage;

•	pending litigation and any resulting expenses, payments or sanctions, including but not limited to penalties, compensatory damages or suspension or debarment from future government contracting; and

•	the effect of our acquisition by entities affiliated with Providence on our business relationships, operating results and business generally.

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•	Federal systems integrators such as CACI International Inc., ManTech International Corporation, NCI Inc., Science Applications International Corporation, Leidos, Inc. and Engility Holdings, Inc.

•	Divisions of large aerospace and defense contractors such as General Dynamics Corporation, L-3 Communications, Lockheed Martin Corporation, and Northrop Grumman Corporation

•	Diversified services providers such as Accenture Ltd., Booz Allen Hamilton Inc., Deloitte Consulting, LLP, Computer Sciences Corporation, ICF International, and International Business Machines Corporation

•	Other smaller and niche providers, often receiving advantages under U.S. Small Business Administration programs

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•	Cost-plus-fee contracts. Cost-plus-fee contracts provide for reimbursement of allowable costs and the payment of a fee, which is our profit. The fee may be fixed or it may vary and be awarded to the contractor based on performance.

•	Time-and-materials contracts. Time-and-materials contracts provide for a fixed hourly rate for each direct labor hour expended plus reimbursement of allowable material costs and out-of-pocket expenses.

•	Fixed-price contracts. Fixed-price contracts provide for a pre-determined fixed price for specified products and/or services. To the extent our actual costs vary from the estimates upon which the price was negotiated, we will generate more or less than the anticipated amount of profit or could incur a loss.

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A reduction in federal government spending or changes in spending policies or budget priorities. Changes in spending levels and budget priorities may result from changes in U.S. government leadership, the number of and intensity of and strategy related to military conflicts, the size of the federal budget deficit, increasing political pressure to reduce overall levels of government spending, disruptions in the U.S. Treasury bond markets, shifts in spending priorities as a result of competing demands for federal funds, in-sourcing efforts aimed at improving the organic capabilities of the federal government, or other factors.

•	The failure by Congress to pass the annual budget on a timely basis may delay funding we expect to receive from customers on work we are already performing and may result in any new initiatives being delayed, and potentially canceled. Further, a failure to pass a budget or continuing resolution may result in a federal government shutdown such as the one that occurred in October 2013.

•	A delay by Congress to raise the amount of U.S. federal government debt. The amount of U.S. federal government debt is limited by statute, and this limit, referred to as the debt ceiling, can only be raised by an act of Congress. If Congress does not act timely to raise the debt ceiling when necessary, federal government spending would be subject to reduction, suspension or cancellation.

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Automatic across-the-board spending cuts to civil and defense programs as a result of the sequester.  Although the Office of Management and Budget recently issued guidance on the implementation of the sequester, the impact the sequester will have on contractors supporting the U.S. federal government remains uncertain.  We are not able to predict the impact of budget cuts or automatic spending cuts related to the sequester and expect that reaction of federal agencies to budgetary constraints and related concerns will continue to place downward pressure on government spending levels that may reduce, delay or cancel funding for certain of our contracts and programs that may adversely impact our operations, financial results and growth prospects;

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Federal government contracts generally are not fully funded at inception. These contracts typically span one or more base years and multiple option years. Congress generally appropriates funds for these contracts for only one year at a time. The government generally has the unilateral right to reduce or modify contracts or subcontracts, or decline to exercise an option to renew a multi-year contract.

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We generally encounter intense competition to win federal government contracts. We spend substantial cost and managerial time and effort to prepare bids and proposals for contracts that may not be awarded to us, which may result in reduced profitability. Increased competition in the industry may cause some of the services we provide to become “commoditized” and more competitively priced causing downward pressure on profit margins.

•	Many federal government contract award decisions are subject to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit bids for the contract or in the termination, reduction, or modification of the awarded contract.

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Government regulations on organizational conflicts of interest, which may limit our ability to compete for or perform certain contracts. The government could determine that an organizational conflict of interest or other conflict of interest, such as a personal conflict of interest, exists. If a conflict is perceived or exists we may be deemed unable to render impartial assistance or advice to the government. Therefore, we may be ineligible to compete for certain procurements as it would create an unfair competitive advantage.

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Many government contracts require that our employees maintain various levels of security clearances and that we have certain facility security clearances. To the extent we are not able to obtain facility clearances, engage employees with the required security clearances for a particular contract, or maintain connections to controlled government information systems, we may not be able to bid or win new contracts, or effectively re-compete on expiring contracts.

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Federal government contracts generally allow the government to terminate a contract, with short or no prior notice, for convenience, as well as for default in the event we fail to meet contractual obligations. If a government customer terminates one of our contracts for convenience, we would generally be able to recover only our incurred or committed costs, settlement expenses, and profit on work completed prior to the termination. If one of our contracts is terminated for default, we would generally be entitled to payments for our work that has been accepted by the government. A termination for default could expose us to liability for the customer's costs of re-procurement, damage our reputation, and impair our ability to compete for future contracts.

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Our federal customers may cancel pending solicitations, decline to exercise options on existing contracts, or determine not to allot additional funding to cost-reimbursement contracts despite the fact that we may have incurred costs related to pursuing a particular opportunity. The government may also reduce contract scope pursuant to the Federal Acquisition Regulation, or FAR, “Changes” clause, cancel multi-year contracts if funds are not available for contract performance for a subsequent program year, suspend or delay performance, issue stop work orders, opt not to purchase more than the minimum under an indefinite delivery/indefinite quantity contract, terminate contracts for the Government’s convenience, or not renew programs. With fewer federal funds available, issues once resolved as routine contract administration matters (e.g., requests for equitable adjustments, change orders, economic price adjustments, delay claims, etc.) may increasingly lead to more litigation. Extensive contract terminations or contract scope reductions could require us to lay-off employees and incur significant severance, relocation and facility closing costs, reducing our revenues and margins.

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In connection with the Small Business Administration, or SBA, set-aside program, the government may decide to restrict certain procurements only to bidders that qualify as small, small-disadvantaged, minority-owned businesses, or other such programs. As a result, we would not be eligible to perform as a prime contractor on those programs and would be restricted to a minority ownership interest and a maximum of 49% of the work as a subcontractor on such programs. An increase in the amount of procurements under the set-aside program may affect our ability to bid on new procurements as a prime contractor, or restrict our eligibility to compete on incumbent work that is set aside for small businesses.

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Cost cutting and efficiency initiatives, budget reductions, Congressionally mandated automatic spending cuts, and other efforts to reduce U.S. government spending, including automatic sequestration required by the Budget Control Act of 2011 (as amended by the American Taxpayer Relief Act of 2012), which have reduced and delayed and may further reduce or delay contract awards or funding for orders for services especially in the current political environment or otherwise, negatively affect our ability to generate revenue under contract awards, including as a result of reduced staffing and hours of operation at U.S. government customers;

•	Delayed funding of our contracts or delays in potential awards due to delays in the completion of the U.S. government's budgeting process, the effects of the last U.S. government shutdown and uncertainty relating to and a possible failure

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Current and continued uncertainty around the timing, extent, nature, and effect of Congressional and other U.S. government action to address budgetary constraints, including, but not limited to, delays resulting from the recent U.S. government shutdown and uncertainty around the outcome of Congressional efforts to craft a long-term agreement on the U.S. government’s budget and ability to incur indebtedness in excess of its current limits, and the U.S. deficit.

•	Experience a loss of revenues due to adverse customer reaction;

•	Be required to provide additional services to a customer at no charge or pay re-procurement costs;

•	Receive negative publicity that could damage our reputation and adversely affect our ability to attract or retain customers;

•	Suffer claims for substantial damages against us; and

•	Face material claims for damage to personal property and injuries including loss of life.

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•	the FAR and supplements, which regulate the formation, administration and performance of U.S. government contracts;

•	the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations;

•	the Procurement Integrity Act, which regulates access to competitor bid and proposal information and government source selection information, and our ability to provide compensation to certain former government officials;

•	the False Claims Act, which provides for substantial civil and criminal penalties for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval; and

•	U.S. government Cost Accounting Standards, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. government contracts, including allowable amounts for executive compensation reimbursement.

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•	increase our vulnerability to general adverse economic, competitive and industry conditions;

•	limit our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, general corporate purposes or other purposes on satisfactory terms, or at all;

•	require us to utilize a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the funds available to us for operations and any future business opportunities;

•	expose us to the risk of increased interest rates on the un-hedged portion of our Senior Secured Credit Facility borrowings, which are at variable rates of interest;

•	restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

•	limit our planning flexibility for, or ability to react to, changes in our business and the industries in which we operate;

•	limit our ability to adjust to changing market conditions, react to competitive pressures and adverse changes in government regulation;

•	limit our ability or increase the costs to refinance indebtedness;

•	limit our ability to enter into hedging transactions by reducing the number of counterparties with whom we can enter into such transactions, as well as the volume of those transactions; and

•	place us at a competitive disadvantage with competitors who may have less indebtedness and other obligations or greater access to financing.

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•	incur additional indebtedness;

•	create liens;

•	engage in mergers or consolidations;

•	sell or transfer assets, including capital stock of our subsidiaries;

•	pay dividends and distributions or repurchase our capital stock;

•	make investments, including acquisitions, loans, advances or guarantees;

•	prepay the Notes and certain subordinated indebtedness;

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•	engage in certain transactions with affiliates;

•	create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; and

•	amend material agreements governing the Notes and certain subordinated indebtedness.

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(1)	Transaction costs include legal, accounting and other expenses, including accelerated stock compensation expense, incurred in connection with our acquisition by private equity investment funds sponsored by Providence.

(2)	Working Capital is defined as total current assets (excluding current assets of discontinued operations) minus total current liabilities (excluding current liabilities of discontinued operations).

(3)	Includes results of discontinued operations.

(4)	For a discussion of backlog, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Contract Backlog.”

(5)	The DSO at the end of each fiscal year is the fourth quarter DSO. We calculate DSO by dividing accounts receivable at the end of each quarter, net of billings in excess of revenue, by revenue per day for the quarter. Revenue per day for a quarter is determined by dividing total revenue by 90 days, adjusted for partial periods related to acquisitions and divestitures if necessary.

(6)	This data was not compiled as of July 20, 2011.

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•	provide an overview of our business;

•	describe selected key metrics evaluated by management;

•	explain our critical accounting policies and estimates;

•	describe certain line items in our statements of operations;

•	explain the year-over-year trends in our results of operations; and

•	describe our liquidity and capital resources.

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•	Cost-plus-fee contracts. Cost-plus-fee contracts provide for reimbursement of allowable costs and the payment of a fee, which is our profit. In addition, some cost-plus-fee contracts provide for an award fee or incentive fee for meeting the requirements of the contract.

•	Time-and-materials contracts. Time-and-materials contracts provide for a fixed hourly rate for each direct labor hour expended plus reimbursement of allowable material costs and out-of-pocket expenses.

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Fixed-price contracts. Fixed-price contracts provide for a pre-determined fixed price for specified products and/or services. Fixed-price-level-of-effort contracts are similar to time-and-materials contracts except they require a specified level of effort over a stated period of time. To the extent our actual costs vary from the estimates upon which the price of the fixed-price contract was negotiated, we will generate more or less than the anticipated amount of profit or could incur a loss.

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•	Stock compensation expense related to the stock incentive plans . The charges are included in SG&A expenses in the consolidated statement of operations.

•	Severance charges incurred to primarily reduce our indirect labor force. The gross charges are included in SG&A expenses in the consolidated statement of operations.

•	Facility exit charges related to the exit of underutilized space in certain of our leased facilities. The charges are included in SG&A expenses in the consolidated statement of operations.

•	Certain other items including the following:

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•	Transaction costs for accelerated stock compensation expense, accounting, investment banking, legal, severance, and other services related to the Transaction.

•	Impairment of goodwill and trade names as a result of the annual impairment analysis for fiscal 2013.

•	Gain on the sale of a portion of our Health & Civil business in the first quarter of fiscal 2014.

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The acquisitions of MorganFranklin Corporation's National Security Solutions division, or NSS in December 2012. In calculating Adjusted EBITDA, we add the estimated EBITDA impact of acquisitions as if the businesses had been acquired on the first day of the respective period in which an adjustment is recorded. There was no EBITDA impact for the divestitures of Era and GCD as they were reported in discontinued operations.

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As defined in our credit agreement, cost savings represents the EBITDA impact of quantifiable run-rate cost savings for actions taken or expected to be taken within 12 months of the reporting date as if they had been realized on the first day of the relevant period. Specifically, for the periods presented, the cost savings adjustment represents the estimated EBITDA impact of actions taken to exit underutilized space in certain of our leased facilities, the run-rate cost savings associated with indirect labor reductions and savings associated with certain fringe benefit changes.

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(a)	Includes the required excess cash flow payments that are due under our credit agreement on October 15 each year. This does not include voluntary prepayments of borrowings that we may expect to make as such voluntary prepayments are not required under the credit agreement.

(b)	Includes approximately $15.7 million of future cash payments related to the underutilized space that we exited during fiscal 2012, 2013 and 2014.

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Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Item 11.	EXECUTIVE COMPENSATION

•	Support the attainment of our short and long-term financial and strategic objectives and reward executives for continuous improvement in earnings and growth;

•	Be performance-based, with variable pay constituting a significant portion of total compensation;

•	Provide differentiated pay based on executives’ skills, role in the company, and contributions to our performance;

•	Attract, retain, and motivate highly skilled executives by providing a competitive compensation opportunity relative to other companies in our industry and with whom the Company competes for executive talent;

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•	Maximize the financial efficiency of the overall program from tax, accounting, and cash flow perspectives;

•	Reinforce a high-performance culture; and

•	Embrace best practice policies to the extent they are supportive of the above objectives.

•	base salary;

•	cash incentives;

•	equity in the form of stock options and/or restricted stock awards;

•	insurance, 401(k) match, and other employee benefits; and

•	in some cases, severance and change in control benefits.

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•	the incentive payment or equity award was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of the Company’s financial statements filed with the SEC;

•	the Board determined that the plan participant engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement; or

•	a lower incentive payment or equity award would have been made to the participant based upon the restated financial results.

•	There was a balance between short- and long-term financial and strategic objectives, which incentivized managers for continuous improvement in earnings and growth.

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A significant portion of our management compensation was “at risk” and dependent upon the achievement of specific Company-wide strategic operational and financial goals, as well as individual goals and associated performance that was objectively determined with verifiable results. These corporate goals were pre-established minimum, target, and stretch performance-level goals, with individual metrics and overall maximums.

•	The Board considered other qualitative measures in determining actual compensation payouts.

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A significant portion of our executives’ total compensation consisted of stock options and restricted stock. The stock option awards consisted of both service options and performance options. The service options vest at a rate of 20% per year on July 20th of each year after the grant date. The performance options will vest at the time of a change in control, if at all.  The restricted stock grant for Dr. Ballhaus granted on July 25, 2011 vests at a rate of 20% per year on July 25 each year commencing on July 25, 2012. All other restricted stock grants vest either 36 months from the grant date or ratably over three years, conditioned upon achievement of a Company performance condition.  The Board believes the vesting schedules encourage our executives and other key employees to focus on the Company’s long-term performance.

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The Company had a claw back policy in place that entitled the Company to require reimbursement of any annual cash incentive payment or equity awards from named executive officers and other recipients if financial results determining incentive payments or equity awards were subsequently the subject of a substantial restatement of the Company’s financial statements filed with the SEC and upon the occurrence of other specified events.

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(1)	Salary includes the following: wages (including fringe benefits) and severance payments.

(2)	Bonus includes the following: incentive, retention, and sign-on.

(3)

The amounts in these columns represent the aggregate grant date fair value computed in accordance with ASC 718. The grant date fair value of our stock awards was the fair value of the Company’s stock on the date of grant. Assumptions used in the calculation of the grant date fair value of our option awards and the terms of the various equity instruments are included in Note 5 of our Notes to Consolidated Financial Statements included elsewhere in this annual report on Form 10-K.

(4)	The 401(k) plan is maintained and monitored on a calendar year basis, therefore, the Company matching contributions include the matching contributions for income earned from January 1 through December 31.

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(1)

Equity grants made to the executive officers effective July 1, 2011 were granted under the SRA International, Inc. 2010 Incentive Plan. A pro-rata portion of these grants became fully vested and converted into a right to receive a cash payment of $31.25 per share in connection with the Transaction. Equity grants made to the executive officers under the Stock Incentive Plan effective February 9, 2012 were based upon the Sterling Holdco Board’s discretion.

(2)	The amount set forth in the “target” column represents the target annual cash incentive plan payment established for each named executive officer. A complete description of our annual cash incentive plan, and the determination of

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(3)	Amounts in these columns reflect restricted stock and options granted to named executive officers in fiscal 2014, 2013, and 2012 subsequent to the Transaction.

(4)	The amounts in these columns represent the aggregate grant date fair value computed in accordance with ASC 718.

(1)

The stock options grants are composed of 50% “service options” and 50% “performance options”. Service options vest in five equal installments on July 20 each year after the grant date, subject to the option holder’s continued employment or service with the Company. The performance options vest at the time of a change in control, if at all, based upon the cash return to the PEP Funds from its investment in the Company.

(2)	The service and performance options expire 10 years from the date of grant.

(3)

Dr. Ballhaus' restricted stock options granted on May 16, 2012 vest 20% per year on each of the first five anniversaries of his date of employment with the Company. The restricted stock options granted June 28, 2013 vest on the third anniversary of the grant date. The restricted stock options granted on September 23, 2013 vest ratably over 3 years, conditioned upon achievement of a Company performance condition.

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(4)	Based on the fair value of the equity instruments on June 30, 2014.

(1)	Based on the number of shares acquired on vesting of restricted stock during fiscal 2014 multiplied by the value of the equity instruments on vesting.

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(1)

Based on the sum of the previously vested 268 restricted shares and the vesting of additional 20% installment of restricted stock grant, or 200 restricted shares, multiplied by the fair value of the equity instruments on June 30, 2014, and, in the case of stock options, after deducting the aggregate exercise price of the stock options that vest. Due to the fact that the strike price for the stock options was $1,000 and the current fair value of the equity instruments is below the strike price, there is no value related to the stock options for Dr. Ballhaus.

(2)	Reflects two times the sum of Dr. Ballhaus’ annual salary of $882,000 as of June 30, 2014 and his target annual bonus for fiscal 2014 of $1,102,500.

(3)	Based on his fiscal 2014 bonus target of $1,102,500.

(4)	Based on employer cost of COBRA premiums in effect on June 30, 2014.

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(1)

Based on the number of shares that vest multiplied by the fair value of the equity instruments on June 30, 2014, and in the case of options, after deducting the aggregate exercise price of the options that vest. Due to the fact that the strike price for equity shares was $1,000 and the current value of the equity instruments is below the strike price, there is no value. The value of the restricted stock was calculated by multiplying the number of shares by the fair value of the equity instruments on June 30, 2014.

(2)	For Dr. Ballhaus, amount includes benefits continuation for 18 months based on employer cost of premiums and other benefit costs in effect on the last day of fiscal 2014. For the other executives, amounts include benefits continuation for 12 months based on employer cost of premiums and other benefit costs in effect on the last day of fiscal 2014 and outplacement services of $50,000.

(1)	Based on the number of options that vest multiplied by the fair value of the equity instruments on June 30, 2014, after deducting the aggregate exercise price of the options that vest. Since the exercise price of $1,000 exceeds the fair value, the intrinsic value of the options as of June 30, 2014 is $0.

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Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(1)

The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after August 8, 2014 through the exercise of any stock option or other right.

(2)	Includes the following number of shares of common stock issuable upon exercise of service options: William L. Ballhaus, 4,719; David F. Keffer, 233; Clyde T. Nixon, 403; Paul Nedzbala, 662; and Timothy J. Atkin, 691.

(3)	Providence Equity Partners L.L.C., or Providence, exercises voting and investment authority over all of such securities owned by affiliates of Providence. The address for Providence is 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.

(4)	Ernst Volgenau has sole voting and dispositive power over such shares. The address for The Volgenau Rollover Trust is c/o SRA International, Inc., 4350 Fair Lakes Court, Fairfax, Virginia 22033.

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Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)	“Audit fees” consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements.

(2)	“Audit related fees” in fiscal 2013 related to consent procedures performed by Deloitte related to the fiscal 2013 Form 10-K.

(3)	“Tax fees” in fiscal 2014 and 2013 related to professional foreign tax services provided by KPMG.

(4)	"Other fees" in fiscal 2014 related to advisory services provided by KPMG.

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Item 15.	Exhibits and Financial Statement Schedules

(a)	Documents filed as part of the report:

(1)	Consolidated Financial Statements

(2)	Financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the notes thereto.

(3)	Exhibits

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•	Level 1 – Quoted prices for identical instruments in active markets;

•	Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

•	Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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(a)	Includes approximately $6.9 million, $2.7 million, $1.2 million, $0.7 million, $0.6 million and $3.6 million of future cash payments for fiscal 2015, 2016, 2017, 2018, 2019 and thereafter, respectively, related to the underutilized space that the Company exited during fiscal 2012, 2013 and 2014 (see Note 12).

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