Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~April 13, 2022,~~January 12, 2023, there were ~~23,412,651~~23,508,119 shares outstanding of CACI International Inc’s common stock, par value $0.10 per share.

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	March 31,				March 31,				December 31,				December 31,
	2022		2021		2022		2021		2022		2021		2022		2021
Revenues	$	1,583,980	$	1,551,918	$	4,560,656	$	4,480,135	$	1,649,416	$	1,485,778	$	3,255,175	$	2,976,676
Costs of revenues:
Direct costs		1,022,181		1,000,235		2,970,370		2,887,300		1,094,314		974,018		2,150,086		1,948,189
Indirect costs and selling expenses		402,227		369,015		1,114,310		1,071,826		388,303		354,977		770,384		712,083
Depreciation and amortization		34,216		31,230		99,484		93,608		35,932		32,676		71,035		65,268
Total costs of revenues		1,458,624		1,400,480		4,184,164		4,052,734		1,518,549		1,361,671		2,991,505		2,725,540
Income from operations		125,356		151,438		376,492		427,401		130,867		124,107		263,670		251,136
Interest expense and other, net		9,084		8,954		30,491		28,021		19,942		11,009		36,135		21,407
Income before income taxes		116,272		142,484		346,001		399,380		110,925		113,098		227,535		229,729
Income taxes		20,855		22,140		72,176		78,914		23,824		22,799		51,309		51,321
Net income	$	95,417	$	120,344	$	273,825	$	320,466	$	87,101	$	90,299	$	176,226	$	178,408
Basic earnings per share	$	4.08	$	4.83	$	11.67	$	12.81	$	3.71	$	3.86	$	7.51	$	7.60
Diluted earnings per share	$	4.04	$	4.78	$	11.56	$	12.66	$	3.68	$	3.83	$	7.44	$	7.52
Weighted-average basic shares outstanding		23,409		24,935		23,457		25,026		23,506		23,399		23,463		23,480
Weighted-average diluted shares outstanding		23,616		25,166		23,687		25,307		23,676		23,598		23,677		23,722

	Three Months Ended					Nine Months Ended					Three Months Ended					Six Months Ended
	March 31,					March 31,					December 31,					December 31,
	2022			2021		2022			2021		2022			2021		2022			2021
Net income	$	95,417		$	120,344	$	273,825		$	320,466	$	87,101		$	90,299	$	176,226		$	178,408
Other comprehensive income (loss):
Foreign currency translation adjustment		(5,087	)		440		(11,274	)		21,946		17,123			575		(366	)		(6,187	)
Change in fair value of interest rate swap agreements, net of tax		17,361			6,467		24,999			11,363		(1,516	)		5,424		14,013			7,638
Other comprehensive income, net of tax		12,274			6,907		13,725			33,309		15,607			5,999		13,647			1,451
Comprehensive income	$	107,691		$	127,251	$	287,550		$	353,775	$	102,708		$	96,298	$	189,873		$	179,859

	March 31,			June 30,			December 31,			June 30,
	2022			2021			2022			2022
ASSETS
Current assets:
Cash and cash equivalents	$	125,074		$	88,031		$	114,738		$	114,804
Accounts receivable, net		857,181			879,851			868,629			926,144
Prepaid expenses and other current assets		210,988			363,294			191,811			168,690
Total current assets		1,193,243			1,331,176			1,175,178			1,209,638
Goodwill		4,069,954			3,632,578			4,063,834			4,058,291
Intangible assets, net		601,464			476,106			543,058			581,385
Property, plant and equipment, net		187,363			190,444			195,567			205,622
Operating lease right-of-use assets		332,844			356,887			301,012			317,359
Supplemental retirement savings plan assets		100,298			102,984			95,752			96,114
Accounts receivable, long-term		11,134			12,159			11,843			10,199
Other long-term assets		80,449			70,038			168,305			150,823
Total assets	$	6,576,749		$	6,172,372		$	6,554,549		$	6,629,431
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	30,625		$	46,920		$	30,625		$	30,625
Accounts payable		218,026			148,636			270,768			303,443
Accrued compensation and benefits		377,456			409,275			345,779			405,722
Other accrued expenses and current liabilities		301,335			279,970			334,476			287,571
Total current liabilities		927,442			884,801			981,648			1,027,361
Long-term debt, net of current portion		1,823,240			1,688,919			1,534,961			1,702,148
Supplemental retirement savings plan obligations, net of current portion		104,644			104,490			103,512			102,127
Deferred income taxes		350,309			327,230			273,626			356,841
Operating lease liabilities, noncurrent		332,338			363,302			296,637			315,315
Other long-term liabilities		77,890			138,352			113,919			72,096
Total liabilities	$	3,615,863		$	3,507,094		$	3,304,303		$	3,575,888
COMMITMENTS AND CONTINGENCIES
Shareholders’ equity:
Preferred stock $0.10 par value, 10,000 shares authorized, 0 shares issued or outstanding		—			—
Common stock $0.10 par value, 80,000 shares authorized; 42,817 shares issued and 23,413 outstanding at March 31, 2022 and 42,676 shares issued and 23,554 outstanding at June 30, 2021		4,282			4,268
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or outstanding								—			—
Common stock $0.10 par value, 80,000 shares authorized; 42,911 shares issued and 23,508 outstanding at December 31, 2022 and 42,820 shares issued and 23,416 outstanding at June 30, 2022								4,291			4,282
Additional paid-in capital		563,452			484,260			578,470			571,650
Retained earnings		3,462,912			3,189,087			3,732,107			3,555,881
Accumulated other comprehensive loss		(22,566	)		(36,291	)		(17,429	)		(31,076	)
Treasury stock, at cost (19,404 and 19,122 shares, respectively)		(1,047,329	)		(976,181	)
Treasury stock, at cost (19,404 and 19,404 shares, respectively)								(1,047,328	)		(1,047,329	)
Total CACI shareholders’ equity		2,960,751			2,665,143			3,250,111			3,053,408
Noncontrolling interest		135			135			135			135
Total shareholders’ equity		2,960,886			2,665,278			3,250,246			3,053,543
Total liabilities and shareholders’ equity	$	6,576,749		$	6,172,372		$	6,554,549		$	6,629,431

	Nine Months Ended						Six Months Ended
	March 31,						December 31,
	2022			2021			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	273,825		$	320,466		$	176,226		$	178,408
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		99,484			93,608			71,035			65,268
Amortization of deferred financing costs		1,712			1,743			1,126			1,147
Loss on extinguishment of debt		891			—			—			891
Non-cash lease expense		51,449			57,800			34,909			33,943
Stock-based compensation expense		23,085			23,841			20,196			14,698
Deferred income taxes		2,813			(585	)		(48,320	)		(1,962	)
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net		66,953			(18,826	)		55,518			72,650
Prepaid expenses and other assets		(27,227	)		(27,068	)		(30,322	)		(24,701	)
Accounts payable and other accrued expenses		23,056			27,933			28,157			39,535
Accrued compensation and benefits		(84,466	)		41,691			(59,917	)		(89,752	)
Income taxes payable and receivable		201,112			10,102			(5,110	)		46,402
Operating lease liabilities		(54,575	)		(55,274	)		(40,050	)		(34,169	)
Long-term liabilities		14,901			25,085			3,642			6,407
Net cash provided by operating activities		593,013			500,516			207,090			308,765
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(38,742	)		(51,273	)		(25,670	)		(21,632	)
Acquisition of businesses, net of cash acquired		(615,769	)		(355,452	)		—			(609,356	)
Other		923			2,744			—			923
Net cash used in investing activities		(653,588	)		(403,981	)		(25,670	)		(630,065	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under bank credit facilities		2,087,095			2,478,500			1,101,500			1,735,095
Principal payments made under bank credit facilities		(1,965,386	)		(2,062,690	)		(1,269,813	)		(1,356,230	)
Payment of financing costs under bank credit facilities		(6,286	)		—			—			(6,286	)
Proceeds from employee stock purchase plans		7,398			6,840			5,288			5,221
Repurchases of common stock		(7,301	)		(506,629	)		(5,286	)		(4,995	)
Payment of taxes for equity transactions		(14,685	)		(19,567	)		(13,269	)		(13,956	)
Net cash provided by (used in) financing activities		100,835			(103,546	)
Net cash (used in) provided by financing activities								(181,580	)		358,849
Effect of exchange rate changes on cash and cash equivalents		(3,217	)		5,366			94			(1,477	)
Net change in cash and cash equivalents		37,043			(1,645	)		(66	)		36,072
Cash and cash equivalents at beginning of period		88,031			107,236			114,804			88,031
Cash and cash equivalents at end of period	$	125,074		$	105,591		$	114,738		$	124,103
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (refunds received) during the period for income taxes	$	(146,985	)	$	48,855
Cash paid during the period for income taxes, net of refunds							$	100,400		$	4,509
Cash paid during the period for interest	$	27,298		$	25,405		$	27,654		$	19,042
Non-cash financing and investing activities:
Landlord sponsored tenant incentives	$	2,256		$	15,468		$	1,908		$	1,178
Accrued capital expenditures	$	952		$	1,075		$	736		$	813

	Common Stock Shares Amount				Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock Shares Amount						Total CACI Shareholders’ Equity			Noncontrolling Interest		Total Shareholders’ Equity			Common Stock Shares Amount				Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock Shares Amount						Total CACI Shareholders’ Equity			Noncontrolling Interest		Total Shareholders’ Equity
Balance at December 31, 2021		42,810	$	4,281	$	555,968		$	3,367,495	$	(34,840	)		19,404		$	(1,047,329	)	$	2,845,575		$	135	$	2,845,710
Balance at September 30, 2022																												42,826	$	4,283	$	579,511		$	3,645,006	$	(33,036	)		19,404		$	(1,047,329	)	$	3,148,435		$	135	$	3,148,570
Net income		—		—		—			95,417		—			—			—			95,417			—		95,417			—		—		—			87,101		—			—			—			87,101			—		87,101
Stock-based compensation expense		—		—		8,387			—		—			—			—			8,387			—		8,387			—		—		11,757			—		—			—			—			11,757			—		11,757
Tax withholdings on restricted share vestings		7		1		(773	)		—		—			—			—			(772	)		—		(772	)		85		8		(12,679	)		—		—			—			—			(12,671	)		—		(12,671	)
Other comprehensive income, net of tax		—		—		—			—		12,274			—			—			12,274			—		12,274			—		—		—			—		15,607			—			—			15,607			—		15,607
Repurchases of common stock		—		—		(130	)		—		—			9			(2,176	)		(2,306	)		—		(2,306	)		—		—		(143	)		—		—			10			(2,496	)		(2,639	)		—		(2,639	)
Treasury stock issued under stock purchase plans		—		—		—			—		—			(9	)		2,176			2,176			—		2,176			—		—		24			—		—			(10	)		2,497			2,521			—		2,521
Balance at March 31, 2022		42,817	$	4,282	$	563,452		$	3,462,912	$	(22,566	)		19,404		$	(1,047,329	)	$	2,960,751		$	135	$	2,960,886
Balance at December 31, 2022																												42,911	$	4,291	$	578,470		$	3,732,107	$	(17,429	)		19,404		$	(1,047,328	)	$	3,250,111		$	135	$	3,250,246

Balance at December 31, 2020		42,663	$	4,266	$	570,176		$	2,931,766	$	(45,883	)		17,432		$	(576,181	)	$	2,884,144		$	135	$	2,884,279
Balance at September 30, 2021																												42,710	$	4,271	$	561,688		$	3,277,196	$	(40,839	)		19,404		$	(1,047,329	)	$	2,754,987		$	135	$	2,755,122
Net income		—		—		—			120,344		—			—			—			120,344			—		120,344			—		—		—			90,299		—			—			—			90,299			—		90,299
Stock-based compensation expense		—		—		8,800			—		—			—			—			8,800			—		8,800			—		—		8,029			—		—			—			—			8,029			—		8,029
Tax withholdings on restricted share vestings		9		1		(905	)		—		—			—			—			(904	)		—		(904	)		100		10		(13,536	)		—		—			—			—			(13,526	)		—		(13,526	)
Other comprehensive income, net of tax		—		—		—			—		6,907			—			—			6,907			—		6,907			—		—		—			—		5,999			—			—			5,999			—		5,999
Repurchases of common stock		—		—		(100,032	)		—		—			1,699			(402,177	)		(502,209	)		—		(502,209	)		—		—		(213	)		—		—			9			(2,310	)		(2,523	)		—		(2,523	)
Treasury stock issued under stock purchase plans		—		—		—			—		—			(9	)		2,177			2,177			—		2,177			—		—		—			—		—			(9	)		2,310			2,310			—		2,310
Balance at March 31, 2021		42,672	$	4,267	$	478,039		$	3,052,110	$	(38,976	)		19,122		$	(976,181	)	$	2,519,259		$	135	$	2,519,394
Balance at December 31, 2021																												42,810	$	4,281	$	555,968		$	3,367,495	$	(34,840	)		19,404		$	(1,047,329	)	$	2,845,575		$	135	$	2,845,710

Balance at June 30, 2022																												42,820	$	4,282	$	571,650		$	3,555,881	$	(31,076	)		19,404		$	(1,047,329	)	$	3,053,408		$	135	$	3,053,543
Net income																												—		—		—			176,226		—			—			—			176,226			—		176,226
Stock-based compensation expense																												—		—		20,196			—		—			—			—			20,196			—		20,196
Tax withholdings on restricted share vestings																												91		9		(13,115	)		—		—			—			—			(13,106	)		—		(13,106	)
Other comprehensive income, net of tax																												—		—		—			—		13,647			—			—			13,647			—		13,647
Repurchases of common stock																												—		—		(325	)		—		—			19			(4,961	)		(5,286	)		—		(5,286	)
Treasury stock issued under stock purchase plans																												—		—		64			—		—			(19	)		4,962			5,026			—		5,026
Balance at December 31, 2022																												42,911	$	4,291	$	578,470		$	3,732,107	$	(17,429	)		19,404		$	(1,047,328	)	$	3,250,111		$	135	$	3,250,246

Balance at June 30, 2021		42,676	$	4,268	$	484,260		$	3,189,087	$	(36,291	)		19,122		$	(976,181	)	$	2,665,143		$	135	$	2,665,278			42,676	$	4,268	$	484,260		$	3,189,087	$	(36,291	)		19,122		$	(976,181	)	$	2,665,143		$	135	$	2,665,278
Net income		—		—		—			273,825		—			—			—			273,825			—		273,825			—		—		—			178,408		—			—			—			178,408			—		178,408
Stock-based compensation expense		—		—		23,085			—		—			—			—			23,085			—		23,085			—		—		14,698			—		—			—			—			14,698			—		14,698
Tax withholdings on restricted share vestings		141		14		(14,585	)		—		—			—			—			(14,571	)		—		(14,571	)		134		13		(13,812	)		—		—			—			—			(13,799	)		—		(13,799	)
Other comprehensive income, net of tax		—		—		—			—		13,725			—			—			13,725			—		13,725			—		—		—			—		1,451			—			—			1,451			—		1,451
Repurchases of common stock		—		—		70,631			—		—			310			(77,932	)		(7,301	)		—		(7,301	)		—		—		70,761			—		—			301			(75,756	)		(4,995	)		—		(4,995	)
Treasury stock issued under stock purchase plans		—		—		61			—		—			(28	)		6,784			6,845			—		6,845			—		—		61			—		—			(19	)		4,608			4,669			—		4,669
Balance at March 31, 2022		42,817	$	4,282	$	563,452		$	3,462,912	$	(22,566	)		19,404		$	(1,047,329	)	$	2,960,751		$	135	$	2,960,886

Balance at June 30, 2020		42,525	$	4,253	$	573,744		$	2,731,644	$	(72,285	)		17,432		$	(576,181	)	$	2,661,175		$	135	$	2,661,310
Net income		—		—		—			320,466		—			—			—			320,466			—		320,466
Stock-based compensation expense		—		—		23,841			—		—			—			—			23,841			—		23,841
Tax withholdings on restricted share vestings		147		14		(19,500	)		—		—			—			—			(19,486	)		—		(19,486	)
Other comprehensive income, net of tax		—		—		—			—		33,309			—			—			33,309			—		33,309
Repurchases of common stock		—		—		(100,065	)		—		—			1,721			(406,564	)		(506,629	)		—		(506,629	)
Treasury stock issued under stock purchase plans		—		—		19			—		—			(31	)		6,564			6,583			—		6,583
Balance at March 31, 2021		42,672	$	4,267	$	478,039		$	3,052,110	$	(38,976	)		19,122		$	(976,181	)	$	2,519,259		$	135	$	2,519,394
Balance at December 31, 2021																												42,810	$	4,281	$	555,968		$	3,367,495	$	(34,840	)		19,404		$	(1,047,329	)	$	2,845,575		$	135	$	2,845,710

The accompanying unaudited condensed consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are majority-owned or otherwise controlled by the Company. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts. The fair value of the Company’s debt outstanding as of ~~March~~December 31, 2022 under its bank credit facility approximates its carrying value. The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities. ~~See Notes 10 and 15.~~

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, ~~2021.~~2022. The results of operations for the three and ~~nine~~six months ended ~~March~~December 31, 2022 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The guidance in this ASU is optional and expedients may be elected over time, ~~through December 31, 2022,~~ as reference rate reform activities ~~occur.~~occur through December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, extending the sunset date under Topic 848 from December 31, 2022 to December 31, 2024 to align the temporary accounting relief guidance with the expected LIBOR cessation date of June 30, 2023. During the year ended June 30, 2020, CACI elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives consistent with past presentation. Application of these expedients assisted in preserving the Company's presentation of derivatives as qualifying cash flow hedges. The Company continues to evaluate this guidance and may apply other elections as relevant contract and hedge accounting relationship modifications are made during the course of the reference rate reform transition ~~period.~~

In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606period).. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted this standard in fiscal year 2022 and it did not have a material impact on our consolidated financial statements.

~~During the nine months ended March 31, 2022 CACI completed 4 acquisitions that provide mission~~Note 3 – Goodwill and enterprise technology to sensitive government customers. Their capabilities include open source intelligence solutions, specialized cyber, satellite communications, multi-domain photonics technologies for free-space optical (FSO) communications, and commercial solutions for classified (CSfC) security technologies. The aggregate purchase consideration was approximately $609.7 million. The Company preliminarily recognized fair values of the assets acquired and liabilities assumed and allocated $444.6 million to goodwill and $180.6 million to intangible assets. The intangible assets consist of customer relationships of $98.4 million and technology of $82.2 million. The fair value attributed to intangible assets is being amortized on an accelerated basis over a range of approximately 15 to 20 years for customer relationships and over a range of approximately 5 to 10 years for technology. The fair value attributed to the intangible assets acquired was based on assumptions and other information compiled by management, including independent valuations that utilized established valuation techniques. Of the value attributed to goodwill and intangible assets, approximately $492.4 million is deductible for income tax purposes.Intangible Assets

~~Intangible assets, net including those allocated on a preliminary basis, consisted of the following (in thousands):~~

Intangible assets are primarily amortized on an accelerated basis over periods ranging from one to twenty years. The weighted-average period of amortization for all customer contracts and related customer relationships as of March 31, 2022 is 18 years, and the weighted-average remaining period of amortization is 15 years. The weighted-average period of amortization for acquired technologies as of March 31, 2022 is 10 years, and the weighted-average remaining period of amortization is 9 years.

Amortization expense was $19.3 million and $54.9 million for the three and nine months ended March 31, 2022, respectively, and $17.0 million and $50.6 million for the three and nine months ended March 31, 2021, respectively. The estimated annual amortization expense as of March 31, 2022 was as follows (in thousands):

The changes in the carrying amount of goodwill for the ~~nine~~six months ended ~~March~~December 31, 2022 are as follows (in thousands):

	Domestic			International			Total			Domestic			International			Total
Balance at June 30, 2021	$	3,491,747		$	140,831		$	3,632,578
Balance at June 30, 2022										$	3,934,625		$	123,666		$	4,058,291
Goodwill acquired (1)		444,648			—			444,648			6,072			—			6,072
Foreign currency translation		(41	)		(7,231	)		(7,272	)		(188	)		(341	)		(529	)
Balance at March 31, 2022	$	3,936,354		$	133,600		$	4,069,954
Balance at December 31, 2022										$	3,940,509		$	123,325		$	4,063,834

The Company disaggregates revenues by contract type, customer type, prime vs. subcontractor, and whether the solution provided is primarily ~~expertise~~Expertise or ~~technology.~~Technology. These categories represent how the nature, amount, timing, and uncertainty of revenues and cash flows are affected.

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2022						March 31, 2022						December 31, 2022						December 31, 2022
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	889,624	$	—	$	889,624	$	2,672,695	$	—	$	2,672,695	$	953,344	$	—	$	953,344	$	1,888,090	$	—	$	1,888,090
Fixed-price		468,116		35,058		503,174		1,242,601		101,568		1,344,169		478,201		31,155		509,356		926,763		64,366		991,129
Time-and-materials		175,140		16,042		191,182		499,556		44,236		543,792		173,630		13,086		186,716		349,217		26,739		375,956
Total	$	1,532,880	$	51,100	$	1,583,980	$	4,414,852	$	145,804	$	4,560,656	$	1,605,175	$	44,241	$	1,649,416	$	3,164,070	$	91,105	$	3,255,175

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2021						March 31, 2021						December 31, 2021						December 31, 2021
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	905,774	$	—	$	905,774	$	2,572,967	$	—	$	2,572,967	$	889,358	$	—	$	889,358	$	1,783,071	$	—	$	1,783,071
Fixed-price		424,580		32,519		457,099		1,245,278		86,456		1,331,734		400,011		33,279		433,290		774,485		66,510		840,995
Time-and-materials		174,683		14,362		189,045		532,039		43,395		575,434		148,881		14,249		163,130		324,416		28,194		352,610
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135	$	1,438,250	$	47,528	$	1,485,778	$	2,881,972	$	94,704	$	2,976,676

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2022						March 31, 2022						December 31, 2022						December 31, 2022
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Department of Defense	$	1,118,665	$	—	$	1,118,665	$	3,155,806	$	—	$	3,155,806	$	1,160,060	$	—	$	1,160,060	$	2,255,380	$	—	$	2,255,380
Federal Civilian agencies		380,837		—		380,837		1,166,398		—		1,166,398		399,768		—		399,768		823,855		—		823,855
Commercial and other		33,378		51,100		84,478		92,648		145,804		238,452		45,347		44,241		89,588		84,835		91,105		175,940
Total	$	1,532,880	$	51,100	$	1,583,980	$	4,414,852	$	145,804	$	4,560,656	$	1,605,175	$	44,241	$	1,649,416	$	3,164,070	$	91,105	$	3,255,175

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2021						March 31, 2021						December 31, 2021						December 31, 2021
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Department of Defense	$	1,074,056	$	—	$	1,074,056	$	3,091,126	$	—	$	3,091,126	$	1,037,014	$	—	$	1,037,014	$	2,037,141	$	—	$	2,037,141
Federal Civilian agencies		405,855		—		405,855		1,186,068		—		1,186,068		371,897		—		371,897		785,561		—		785,561
Commercial and other		25,126		46,881		72,007		73,090		129,851		202,941		29,339		47,528		76,867		59,270		94,704		153,974
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135	$	1,438,250	$	47,528	$	1,485,778	$	2,881,972	$	94,704	$	2,976,676

Disaggregated revenues by prime vs. subcontractor were as follows (in thousands):

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2022						March 31, 2022						December 31, 2022						December 31, 2022
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Prime contractor	$	1,373,045	$	46,760	$	1,419,805	$	3,964,227	$	132,983	$	4,097,210	$	1,420,367	$	40,472	$	1,460,839	$	2,827,821	$	83,328	$	2,911,149
Subcontractor		159,835		4,340		164,175		450,625		12,821		463,446		184,808		3,769		188,577		336,249		7,777		344,026
Total	$	1,532,880	$	51,100	$	1,583,980	$	4,414,852	$	145,804	$	4,560,656	$	1,605,175	$	44,241	$	1,649,416	$	3,164,070	$	91,105	$	3,255,175

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2021						March 31, 2021						December 31, 2021						December 31, 2021
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Prime contractor	$	1,358,423	$	43,210	$	1,401,633	$	3,935,661	$	119,835	$	4,055,496	$	1,292,529	$	43,317	$	1,335,846	$	2,591,182	$	86,223	$	2,677,405
Subcontractor		146,614		3,671		150,285		414,623		10,016		424,639		145,721		4,211		149,932		290,790		8,481		299,271
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135	$	1,438,250	$	47,528	$	1,485,778	$	2,881,972	$	94,704	$	2,976,676

Disaggregated revenues by expertise or technology were as follows (in thousands):

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2022						March 31, 2022						December 31, 2022						December 31, 2022
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Expertise	$	697,347	$	18,852	$	716,199	$	2,049,180	$	56,374	$	2,105,554	$	725,503	$	16,117	$	741,620	$	1,443,153	$	32,670	$	1,475,823
Technology		835,533		32,248		867,781		2,365,672		89,430		2,455,102		879,672		28,124		907,796		1,720,917		58,435		1,779,352
Total	$	1,532,880	$	51,100	$	1,583,980	$	4,414,852	$	145,804	$	4,560,656	$	1,605,175	$	44,241	$	1,649,416	$	3,164,070	$	91,105	$	3,255,175

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	March 31, 2021						March 31, 2021						December 31, 2021						December 31, 2021
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Expertise	$	745,440	$	18,979	$	764,419	$	2,184,449	$	52,929	$	2,237,378	$	668,209	$	18,100	$	686,309	$	1,351,833	$	37,522	$	1,389,355
Technology		759,597		27,902		787,499		2,165,835		76,922		2,242,757		770,041		29,428		799,469		1,530,139		57,182		1,587,321
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135	$	1,438,250	$	47,528	$	1,485,778	$	2,881,972	$	94,704	$	2,976,676

The Company recognizes revenues on many of its fixed price, award fee, and incentive fee arrangements over time primarily using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. The process requires the Company to use professional judgment when assessing risks, estimating contract revenues and costs, estimating variable consideration, and making assumptions for schedule and technical issues. The Company periodically reassesses its assumptions and updates its estimates as needed. When estimates of total costs to be incurred on a contract exceed total revenues, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

Aggregate net changes in estimates for the three and ~~nine~~six months ended ~~March~~December 31, 2022 reflected an increase to income before income taxes of ~~$13.0~~$5.8 million ($~~0.40~~0.18 per diluted share) and ~~$21.2~~ $11.5 million ($~~0.66~~0.36 per diluted share), respectively, compared with ~~$10.7~~$5.5 million ($~~0.31~~0.17 per diluted share) and $~~36.6~~8.2 million ($~~1.06~~0.26 per diluted share), for the three and ~~nine~~six months ended ~~March~~December 31, 2021 ~~respectively~~. The Company uses its statutory tax rate when calculating the impact to diluted earnings per share.

Revenues recognized from previously satisfied performance obligations were not material for the three and ~~nine~~six months ended ~~March~~December 31, 2022 ~~compared to $0.7 million~~ and ~~$2.3 million for the three and nine months ended March 31,~~ 2021, respectively. The change in revenues generally relates to final true-up adjustments for estimated award or incentive fees in the period in which the customer’s final performance score was received or when it can be determined that more objective, contractually-defined criteria have been fully satisfied.

Remaining performance obligations (RPO) represent the expected revenues to be recognized for the satisfaction of remaining performance obligations on existing contracts. This balance excludes unexercised contract option years and task orders that may be issued underneath an Indefinite Delivery/Indefinite Quantity (IDIQ) vehicle until such task orders are awarded. The RPO balance generally increases with the execution of new contracts and converts into revenues as contractual performance obligations are satisfied. The Company continues to monitor this balance as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, or early terminations.

As of ~~March~~December 31, 2022, the Company had ~~$6.8~~$8.6 billion of ~~RPO~~remaining performance obligations and expects to recognize approximately ~~90 percent~~47% and 67% over the next ~~twelve~~12 and 24 months, respectively, with the remainder to be recognized ~~thereafter~~.

		March 31,			June 30,				December 31,			June 30,
Description of Contract Related Balance	Financial Statement Classification	2022			2021			Financial Statement Classification	2022			2022
Billed and billable receivables	Accounts receivable, net	$	720,032		$	763,921		Accounts receivable, net	$	753,254		$	800,597
Contract assets – current unbilled receivables	Accounts receivable, net		137,149			115,930		Accounts receivable, net		115,375			125,547
Contract assets – current costs to obtain	Prepaid expenses and other current assets		4,907			4,144		Prepaid expenses and other current assets		5,186			5,167
Contract assets – noncurrent unbilled receivables	Accounts receivable, long-term		11,134			12,159		Accounts receivable, long-term		11,843			10,199
Contract assets – noncurrent costs to obtain	Other long-term assets		10,925			9,584		Other long-term assets		9,197			10,703
Contract liabilities – current deferred revenue and other contract liabilities	Other accrued expenses and current liabilities		(104,730	)		(70,907	)	Other accrued expenses and current liabilities		(110,227	)		(84,810	)
Contract liabilities – noncurrent deferred revenue and other contract liabilities	Other long-term liabilities		(7,906	)		(6,837	)	Other long-term liabilities		(6,308	)		(7,552	)

During the three and ~~nine~~six months ended ~~March~~December 31, 2022, ~~the Company~~we recognized ~~$4.1~~$7.6 million and ~~$72.4~~$58.1 million of revenues, respectively, compared with $~~4.2~~13.6 million and ~~$57.1~~$68.3 million of revenues for the three and ~~nine~~six months ended ~~March~~December 31, 2021 ~~respectively~~, that was included in a previously recorded contract liability as of the beginning of the period.

	March 31,		June 30,		December 31,		June 30,
	2022		2021		2022		2022
Materials, purchased parts and supplies	$	55,050	$	52,615	$	64,788	$	57,407
Work in process		16,307		11,353		20,423		13,207
Finished goods		26,324		15,728		28,558		28,748
Total	$	97,681	$	79,696	$	113,769	$	99,362

Inventories are stated at the lower of cost (average cost or first-in, first-out) or net realizable value and are included in prepaid expenses and other current assets on the accompanying consolidated balance sheets. ~~The Company periodically assesses its current inventory balances~~Prior year amounts for work in process and ~~records a provision for damaged, deteriorated, or obsolete inventory based on historical patterns and forecasted sales.~~finished goods have been revised.

On December ~~23, 2021,~~22, 2022, the Company amended its Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. ~~(the Purchaser)~~(Purchaser), for the sale of certain designated eligible U.S. government receivables. The amendment extended the term of the MARPA to December ~~22, 2022.~~21, 2023. Under the MARPA, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $200.0 million. The Company’s receivables are sold under the MARPA without recourse for any U.S. government credit risk.

The Company accounts for receivable transfers under the MARPA as sales under ASC 860, Transfers and Servicing, and derecognizes the sold receivables from its balance sheets. The fair value of the sold receivables approximated their book value due to their short-term nature.

The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services. The Company estimated that its servicing fee was at fair value and therefore no servicing asset or liability related to these receivables was recognized as of ~~March~~December 31, 2022. Proceeds from the sold receivables are reflected in operating cash flows on the statement of cash flows.

	As of and for the Nine Months Ended						As of and for the Six Months Ended
	March 31,						December 31,
	2022			2021			2022			2021
Beginning balance:	$	182,027		$	200,000		$	157,785		$	182,027
Sales of receivables		2,041,215			2,048,585			1,460,825			1,361,521
Cash collections		(2,065,575	)		(2,058,725	)		(1,418,648	)		(1,356,070	)
Outstanding balance sold to Purchaser: (1)		157,667			189,860			199,962			187,478
Cash collected, not remitted to Purchaser (2)		(17,491	)		(76,388	)		(59,827	)		(49,166	)
Remaining sold receivables	$	140,176		$	113,472		$	140,135		$	138,312

	March 31,			June 30,			December 31,			June 30,
	2022			2021			2022			2022
Bank credit facility – term loans	$	1,217,344		$	797,635		$	1,194,375		$	1,209,688
Bank credit facility – revolver loans		647,000			945,000			380,000			533,000
Principal amount of long-term debt		1,864,344			1,742,635			1,574,375			1,742,688
Less unamortized discounts and debt issuance costs		(10,479	)		(6,796	)		(8,789	)		(9,915	)
Total long-term debt		1,853,865			1,735,839			1,565,586			1,732,773
Less current portion		(30,625	)		(46,920	)		(30,625	)		(30,625	)
Long-term debt, net of current portion	$	1,823,240		$	1,688,919		$	1,534,961		$	1,702,148

On December 13, 2021, the Company amended its credit facility (the Credit Facility) primarily to extend the maturity date, increase borrowing capacity, and improve pricing. As amended, the Company’s $3,200.0 million Credit Facility consists of a $1,975.0 million revolving credit facility (the Revolving Facility) and a $1,225.0 million term loan (the Term Loan). The Revolving Facility has subfacilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit.

The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $1,975.0 million. As of ~~March~~December 31, 2022, the Company had ~~$647.0~~$380.0 million outstanding under the Revolving Facility and 0no borrowings on the swing line. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility.

The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. As of ~~March~~December 31, 2022, the Company had ~~$1,217.3~~$1,194.4 million outstanding under the Term Loan.

The interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Eurodollar rate plus, in each case, an applicable rate based upon the Company’s consolidated total net leverage ratio. As of ~~March~~December 31, 2022, the effective interest rate, including the impact of the Company’s floating-to-fixed interest rate swap agreements and excluding the effect of amortization of debt financing costs, for the outstanding borrowings under the Credit Facility was ~~2.09 percent.~~4.50%.

The Credit Facility requires the Company to comply with certain financial covenants, including a maximum total leverage ratio and a minimum interest coverage ratio. The Credit Facility also includes customary negative covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility. As of ~~March~~December 31, 2022, the Company was in compliance with all of the financial covenants. A majority of the Company’s assets serve as collateral under the Credit Facility.

All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility.

~~The aggregate maturities of long-term debt at March 31, 2022 were as follows (in thousands):~~

The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate fluctuations. The Company has entered into several floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.0 million which hedge a portion of the Company’s floating rate indebtedness. The swaps mature at various dates through 2028. The Company has designated the swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Realized gains and losses in connection with each required interest payment are reclassified from accumulated other comprehensive income or loss to interest expense. The Company does not hold or issue derivative financial instruments for trading purposes.

The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three and ~~nine~~six months ended ~~March~~December 31, 2022 and 2021 is as follows (in thousands):

The Company is involved in various claims, lawsuits, and administrative proceedings arising in the normal course of business, none of which, based on current information, are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Payments to the Company on cost-plus-fee and ~~T&M~~time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services. The DCAA has completed audits of the Company’s annual incurred cost proposals through fiscal year ~~2020.~~2021. The Company is still negotiating the results of prior years’ audits with the respective cognizant contracting officers and ~~believe~~believes its reserves for such are adequate. Adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows and the Company has accrued its best estimate of potential disallowances. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues may be identified, discussed and settled.

Earnings per share and the weighted-average number of diluted shares are computed as follows (in thousands, except per share data):

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	March 31,				March 31,				December 31,				December 31,
	2022		2021		2022		2021		2022		2021		2022		2021
Net income	$	95,417	$	120,344	$	273,825	$	320,466	$	87,101	$	90,299	$	176,226	$	178,408
Weighted-average number of basic shares outstanding during the period		23,409		24,935		23,457		25,026		23,506		23,399		23,463		23,480
Dilutive effect of RSUs after application of treasury stock method		207		231		230		281		170		199		214		242
Weighted-average number of diluted shares outstanding during the period		23,616		25,166		23,687		25,307		23,676		23,598		23,677		23,722
Basic earnings per share	$	4.08	$	4.83	$	11.67	$	12.81	$	3.71	$	3.86	$	7.51	$	7.60
Diluted earnings per share	$	4.04	$	4.78	$	11.56	$	12.66	$	3.68	$	3.83	$	7.44	$	7.52

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company is currently under examination by the Internal Revenue Service for fiscal years 2017 through 2021. The Company does not expect ~~the~~ resolution of ~~these examinations~~the examination to have a material impact on its results of operations, financial condition, or cash flows.

~~The Company’s total liability for unrecognized tax benefits as of March 31, 2022 and June 30, 2021 was $46.0 million and $31.5 million, respectively.~~ During the quarter, the Company recognized an increase in the liability for unrecognized tax benefits related to an increase in research and development tax credits. The $46.0 million unrecognized tax benefit at March 31, 2022, if recognized, would positively impact the Company’s effective tax rate.

The Company’s effective income tax rate was 17.9 percent and 20.9 percent for the three and nine months ended March 31, 2022, respectively, and 15.5 percent and 19.8 percent for the three and nine months ended March 31, 2021, respectively. Increases in the effective income tax rate were primarily due to the fact that comparative periods include additional research and development credits for priorfiscal year ~~tax filings.~~

~~On January 1, 2022,~~2023, a provision of the Tax Cuts and Jobs Act of 2017 (TCJA) went into effect which ~~eliminates~~eliminated the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years. ~~The House Ways and Means Committee has proposed tax legislation to delay the effective date of this change to 2026, but~~Although it is ~~uncertain whether~~possible that Congress amends this provision of the ~~proposed delay~~TCJA, potentially with retroactive effect, we have no assurance that Congress will ~~ultimately be enacted into law. If no new legislation is passed,~~take any action with respect to this provision. For the ~~provision would go into effect~~three and six months ended December 31, 2022, the Company recognized a liability for unrecognized tax benefits and a corresponding deferred tax asset of $20.0 million and $39.8 million, respectively, related to the capitalization and amortization of research costs related to provisions of the TCJA becoming effective.

The Company’s effective income tax rate was 21.5% and 22.5% for the ~~Company’s fiscal year 2023~~three and ~~is expected~~six months ended December 31, 2022, respectively, and 20.2% and 22.3% for the three and six months ended December 31, 2021, respectively. The effective tax rates for the three and six months ended December 31, 2022 and 2021 both benefited from the favorable impact of research and development credits and the amount of excess tax benefits related to ~~decrease cash flows from operations~~stock-based compensation, and ~~increase net deferred tax assets~~are partially offset by ~~a similar amount. The Company is currently evaluating~~ the ~~potential impact on cash flows from operations.~~unfavorable impacts of certain executive compensation.

The Company reports operating results and financial data in 2two segments: domestic operations and international operations. Domestic operations provide Expertise and Technology primarily to U.S. federal government agencies. International operations provide Expertise and Technology primarily to international government and commercial customers.

The Company evaluates the performance of its operating segments based on net income. Summarized financial information for the Company’s reportable segments is as follows (in thousands):

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	March 31,				March 31,				December 31,				December 31,
	2022		2021		2022		2021		2022		2021		2022		2021
Revenues:
Domestic	$	1,532,880	$	1,505,037	$	4,414,852	$	4,350,284	$	1,605,175	$	1,438,250	$	3,164,070	$	2,881,972
International		51,100		46,881		145,804		129,851		44,241		47,528		91,105		94,704
Total revenues	$	1,583,980	$	1,551,918	$	4,560,656	$	4,480,135	$	1,649,416	$	1,485,778	$	3,255,175	$	2,976,676

Net income:
Domestic	$	87,543	$	113,536	$	252,647	$	301,594	$	80,362	$	83,407	$	160,915	$	165,104
International		7,874		6,808		21,178		18,872		6,739		6,892		15,311		13,304
Total net income	$	95,417	$	120,344	$	273,825	$	320,466	$	87,101	$	90,299	$	176,226	$	178,408

ASC 820, Fair Value Measurements and Disclosures, ~~defines fair value,~~ establishes a framework for measuring fair value and ~~expands disclosures about fair value measurements.~~

~~The Company’s financial assets and liabilities recorded at fair value on a recurring basis are categorized based on~~categorizes the ~~priority of the inputs used to measure fair value. The~~ inputs used in measuring fair value ~~are categorized into three levels,~~ as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than quoted prices in active markets that are observable, either directly or indirectly, or quoted prices that are not active (Level 2); and unobservable inputs in which there is little or no market data which requires development of assumptions that market participants would use in pricing the asset or liability (Level 3).

The ~~following table summarizes the~~ financial ~~assets and liabilities~~instruments measured at fair value on a recurring basis asconsist of ~~March 31, 2022 and June 30, 2021, and~~ the ~~level they fall within the fair value hierarchy~~following (in thousands):

			March 31,		June 30,				December 31,		June 30,
	Financial Statement	Fair Value	2022		2021		Financial Statement	Fair Value	2022		2022
Description of Financial Instrument	Classification	Hierarchy	Fair Value				Classification	Hierarchy	Fair Value
Interest rate swap agreements	Other long-term assets	Level 2	$	9,112	$	—	Prepaid expenses and other current assets	Level 2	$	1,305	$	337
Interest rate swap agreements	Other accrued expenses and current liabilities	Level 2	$	390	$	1,028	Other long-term assets	Level 2	$	37,126	$	19,184
Interest rate swap agreements	Other long-term liabilities	Level 2	$	671	$	24,838

~~Changes in the fair value of the~~The Company uses interest rate swap agreements ~~are recorded as a component~~to manage its interest rate risk. The valuation of ~~accumulated other comprehensive income or loss.~~these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

On ~~March 12, 2021,~~January 24, 2023, CACI’s Board of Directors authorized the ~~Company entered into an accelerated share~~ repurchase ~~agreement (ASR Agreement) with JPMorgan Chase Bank, National Association (JPMorgan). Under the ASR Agreement, the Company paid $500.0~~of up to $750.0 million ~~to JPMorgan and received an initial delivery~~ of ~~1.7 million shares of~~CACI’s outstanding common stock which became treasury shares. During the nine months ended March 31, 2022, the ASR Agreement was completed and an additional 0.3 million shares of common stock were received which became treasury shares. In total, 2.0 million shares were repurchased at an average price per share of $253.47.

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

The following discussion and analysis of our financial condition and results of operations is provided to enhance the understanding of, and should be read together with, our unaudited condensed consolidated financial statements and the notes to those statements that appear elsewhere in this Quarterly Report on Form 10-Q.

There are statements made herein that do not address historical facts and, therefore, could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to risk factors that could cause actual results to be materially different from anticipated results. These risk factors include, but are not limited to, the following:

The above non-inclusive list of risk factors may impact the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, other risk factors include, but are not limited to, those described in “Item 1A. Risk Factors” within our Annual Report on Form 10-K. The forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date of its filing.

The Company provides Expertise and Technology to Enterprise and Mission customers in support of national security and government modernization.

We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. On ~~March 15,~~December 29, 2022, the President signed ~~the~~ into law the omnibus appropriations bill that ~~provides~~provided full-year funding for the government fiscal year (GFY) ending September 30, ~~2022 (GFY22)~~2023 (GFY23). Of the total approximately ~~$1.5~~$1.7 trillion in discretionary funding, approximately ~~$782~~$858 billion iswas for national defense and approximately ~~$730~~$773 billion iswas for ~~nondefense. These~~nondefense, as well as an additional $47 billion of supplemental funding for Ukraine. The defense and nondefense funding levels represent increases of approximately 9.7% and 5.9%, respectively, over GFY22 enacted levels, which themselves were increases of 5.6% and 6.7%, respectively, over ~~GFY21 enacted levels. GFY22~~GFY21. While future levels of defense and nondefense spending ~~in fact increased both over the President’s GFY22 budget request~~are difficult to project, we believe that there continues to be bipartisan support for defense and ~~the National Defense Authorization Act (NDAA) passed by Congress on December 27, 2021. Defense~~national security-related spending, ~~has generally increased over the last several years, and~~particularly given the heightened current global threat environment, including the conflict in Ukraine, this trend is likely to continue in GFY23. In fact, the President’s initial GFY23 budget proposal calls for an increase in aggregate defense spending of approximately 4% from GFY22 levels. In addition, funding for intelligence programs, including Military Intelligence Programs (MIP) and National Intelligence Programs (NIP), as well as cybersecurity-related programs, is also projected to increase in both GFY22 and GFY23.Ukraine.

While we view the budget environment as constructive and believe there is bipartisan support for continued investment in the areas of defense and national security, it is uncertain when in any particular GFY that appropriations bills will be passed. During those periods of time when appropriations bills have not been passed and signed into law, government agencies operate under a continuing resolution (CR)~~. On September 30, 2021, the President signed a CR,~~, a temporary measure allowing the government to continue operations ~~through December 3, 2021~~ at prior year funding levels. A second CR was signed on December 3, 2021 that funded government operations through February 18, 2022, and a third CR was signed on February 18, 2022 to fund government operations until the final omnibus bill was passed and signed.

Depending on their scope, duration, and other factors, CRs can negatively impact our business due to delays in new program starts, delays in contract award decisions, and other factors. When a CR expires, unless appropriations bills have been passed by Congress and signed by the President, or a new CR is passed and signed into law, the government must cease operations, or shutdown, except in certain emergency situations or when the law authorizes continued activity. We continuously review our operations in an attempt to identify programs potentially at risk from CRs so that we can consider appropriate contingency plans.

We continue to take steps to mitigate the impact of COVID-19 on our employees and our business. The impact of the continued spread of COVID-19 on our business will depend on future developments, which are uncertain and cannot be predicted, as well as other known factors outside our control. The surge of the Omicron variant of COVID-19, for example, resulted in increased positive cases broadly, including within the employee base of some of our government customers. As a result, some of our government customers have limited in-person meetings, reduced access to customer facilities, and seen impacts to the normal operation of their business. We continue to work with our customers to implement appropriate risk mitigation efforts and alternative work arrangements, as necessary. The surge of Omicron and other COVID-19 variants, both in and outside the U.S., also continues to be one of many reasons for continued supply chain shortages.

~~Across our addressable market, we~~We provide ~~expertise~~Expertise and ~~technology~~Technology to government enterprise and mission customers. Based on the analysis of an independent market consultant retained by the Company, we believe that the total addressable market for our offerings is approximately ~~$240~~$260 billion. Our addressable market is expected to continue to grow over the next several years. Approximately ~~70 percent~~70% of our revenue comes from defense-related customers, including those in the Intelligence Community (IC), with additional revenue coming from non-defense IC, homeland security, and other federal civilian customers.

We continue to align the Company’s capabilities with well-funded budget priorities and took steps to maintain a competitive cost structure in line with our expectations of future business opportunities. In light of these actions, as well as the budgetary environment discussed above, we believe we are well positioned to continue to win new business in our large addressable market. We believe that the following trends will influence the USG’s spending in our addressable market:

We believe that our customers' use of lowest price/technically acceptable (LPTA) procurements, which contributed to pricing pressures in past years, has moderated, though price still remains an important factor in procurements. We also continue to see protests of major contract awards and delays in USG procurement activities. In addition, many of our federal government contracts require us to employ personnel with security clearances, specific levels of education and specific past work experience. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain and competition for skilled personnel in the information technology services industry is intense. Additional factors that could affect USG spending in our addressable market include changes in set-asides for small businesses, changes in budget priorities as a result of the COVID-19 pandemic, and budgetary priorities limiting or delaying federal government spending in general.

Results of Operations for the Three and ~~nine~~Six Months Ended ~~March~~December 31, 2022 and 2021

	Dollar Amount								Dollar Amount								Dollar Amount								Dollar Amount
	Three Months Ended								Nine Months Ended								Three Months Ended								Six Months Ended
	March 31,				Change				March 31,				Change				December 31,				Change				December 31,				Change
	2022		2021		Dollar			Percent	2022		2021		Dollar			Percent	2022		2021		Dollar			Percent	2022		2021		Dollar			Percent
Revenues	$	1,583,980	$	1,551,918	$	32,062		2.1%	$	4,560,656	$	4,480,135	$	80,521		1.8%	$	1,649,416	$	1,485,778	$	163,638		11.0%	$	3,255,175	$	2,976,676	$	278,499		9.4%
Costs of revenues:
Direct costs		1,022,181		1,000,235		21,946		2.2%		2,970,370		2,887,300		83,070		2.9%		1,094,314		974,018		120,296		12.4%		2,150,086		1,948,189		201,897		10.4%
Indirect costs and selling expenses		402,227		369,015		33,212		9.0%		1,114,310		1,071,826		42,484		4.0%		388,303		354,977		33,326		9.4%		770,384		712,083		58,301		8.2%
Depreciation and amortization		34,216		31,230		2,986		9.6%		99,484		93,608		5,876		6.3%		35,932		32,676		3,256		10.0%		71,035		65,268		5,767		8.8%
Total costs of revenues		1,458,624		1,400,480		58,144		4.2%		4,184,164		4,052,734		131,430		3.2%		1,518,549		1,361,671		156,878		11.5%		2,991,505		2,725,540		265,965		9.8%
Income from operations		125,356		151,438		(26,082	)	(17.2)%		376,492		427,401		(50,909	)	(11.9)%		130,867		124,107		6,760		5.4%		263,670		251,136		12,534		5.0%
Interest expense and other, net		9,084		8,954		130		1.5%		30,491		28,021		2,470		8.8%		19,942		11,009		8,933		81.1%		36,135		21,407		14,728		68.8%
Income before income taxes		116,272		142,484		(26,212	)	(18.4)%		346,001		399,380		(53,379	)	(13.4)%		110,925		113,098		(2,173	)	(1.9)%		227,535		229,729		(2,194	)	(1.0)%
Income taxes		20,855		22,140		(1,285	)	(5.8)%		72,176		78,914		(6,738	)	(8.5)%		23,824		22,799		1,025		4.5%		51,309		51,321		(12	)	(0.0)%
Net income	$	95,417	$	120,344	$	(24,927	)	(20.7)%	$	273,825	$	320,466	$	(46,641	)	(14.6)%	$	87,101	$	90,299	$	(3,198	)	(3.5)%	$	176,226	$	178,408	$	(2,182	)	(1.2)%

Revenues. The increase in revenues for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to the three and ~~nine~~six months ended ~~March~~December 31, 2021, was primarily attributable to growth on existing programs, new contract awards, and revenues from the ~~four~~ acquisitions completed in fiscal year 2022.

The following table summarizes revenues by customer type with related percentages of revenues for the three and ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, respectively (in thousands):

	Dollar Amount								Dollar Amount								Dollar Amount							Dollar Amount
	Three Months Ended								Nine Months Ended								Three Months Ended							Six Months Ended
	March 31,				Change				March 31,				Change				December 31,				Change			December 31,				Change
	2022		2021		Dollar			Percent	2022		2021		Dollar			Percent	2022		2021		Dollar		Percent	2022		2021		Dollar		Percent
Department of Defense	$	1,118,665	$	1,074,056	$	44,609		4.2%	$	3,155,806	$	3,091,126	$	64,680		2.1%	$	1,160,060	$	1,037,014	$	123,046	11.9%	$	2,255,380	$	2,037,141	$	218,239	10.7%
Federal Civilian Agencies		380,837		405,855		(25,018	)	(6.2)%		1,166,398		1,186,068		(19,670	)	(1.7)%		399,768		371,897		27,871	7.5%		823,855		785,561		38,294	4.9%
Commercial and other		84,478		72,007		12,471		17.3%		238,452		202,941		35,511		17.5%		89,588		76,867		12,721	16.5%		175,940		153,974		21,966	14.3%
Total	$	1,583,980	$	1,551,918	$	32,062		2.1%	$	4,560,656	$	4,480,135	$	80,521		1.8%	$	1,649,416	$	1,485,778	$	163,638	11.0%	$	3,255,175	$	2,976,676	$	278,499	9.4%

Direct Costs. The increase in direct costs for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to the ~~three and nine months ended March 31, 2021,~~prior year periods, was primarily attributable to the ~~four acquisitions completed in fiscal 2022.~~increased revenues and a higher volume of materials and other direct costs. As a percentage of revenue, direct costs were ~~64.5 percent~~66.3% and ~~65.1 percent~~66.1% for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively and ~~64.5 percent~~65.6% and ~~64.4 percent~~65.4% for the three and ~~nine~~six months ended ~~March~~December 31, 2021, respectively. Direct costs include direct labor, subcontractor costs, materials, and other direct costs.

Indirect Costs and Selling Expenses. The increase in indirect costs and selling expenses for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to the ~~three and nine months ended March 31, 2021,~~prior year periods, was primarily attributable to the ~~four acquisitions completed~~incremental costs of running the businesses acquired in fiscal year 2022 and to an increase in fringe benefit ~~conference, and travel~~ expenses. As a percentage of revenue, indirect costs and selling expenses were ~~25.4 percent~~23.5% and ~~24.4 percent~~23.7% for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively and ~~23.8 percent~~23.9% and ~~23.9 percent~~23.9% for the three and ~~nine~~six months ended ~~March~~December 31, 2021, respectively.

Depreciation and Amortization. The increase in depreciation and amortization for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to the ~~three and nine months ended March 31, 2021,~~prior year periods, was primarily attributable to depreciation from the Company’s higher average property and equipment and intangible amortization from the ~~four~~ acquisitions in fiscal year 2022.

Interest Expense and Other, Net. The increase in interest expense and other, net for the three and ~~nine~~six months ended ~~March~~December 31, 2022, as compared to the ~~three and nine months ended March 31, 2021,~~prior year periods, was primarily attributable to higher ~~average~~interest rates on outstanding ~~debt balances and the write-off of unamortized deferred financing costs related to the December 13, 2021 Credit Facility amendment.~~debt.

Income Tax Expense. The Company’s effective income tax ~~provisions represent an effective tax~~ rate ~~of 17.9 percent~~was 21.5% and ~~20.9 percent~~22.5% for the three and ~~nine~~six months ended ~~March~~December 31, 2022, respectively, and ~~15.5 percent~~20.2% and ~~19.8 percent~~22.3% for the three and ~~nine~~six months ended ~~March~~December 31, 2021, respectively. ~~Increases in the~~The effective ~~income~~ tax rates ~~were primarily due to~~for the ~~fact that~~three and six months ended December 31, 2022, and 2021 both benefited from the ~~comparative periods included additional~~favorable impact of research and development credits ~~for prior year~~and the amount of excess tax ~~filings.~~benefits related to stock-based compensation, and are partially offset by the unfavorable impacts of certain executive compensation.

The Company’s backlog represents value on existing contracts that has the potential to be recognized into revenues as work is performed. The Company includes unexercised option years in its backlog and excludes the value of task orders that may be awarded under multiple award indefinite delivery/indefinite quantity (“IDIQ”) vehicles until such task orders are issued.

As of ~~March~~December 31, 2022, the Company had total backlog of ~~$23.5~~$26.5 billion, compared with ~~$22.3~~$24.1 billion a year ago, an increase of ~~5.4 percent. Contract awards were $1.2 billion for the three months ended March 31, 2022.~~10.0%. Funded backlog as of ~~March~~December 31, 2022 was ~~$2.8 billion, compared with $3.0 billion a year ago, a decrease of 6.7 percent.~~$3.2 billion. The total backlog consists of remaining performance obligations (see Note 6)4) plus unexercised options.

There is no assurance that all funded or potential contract value will result in revenues being recognized. The Company continues to monitor backlog as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, early terminations, or other factors. Based on this analysis, an adjustment to the period end balance may be required.

To date, COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources. However, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future.

Existing cash and cash equivalents and cash generated by operations are our primary sources of liquidity, as well as sales of receivables under our MARPA (as defined and discussed in Note 9)6) and available borrowings under our Credit Facility (as defined in Note ~~10)~~7) described below.

The Company has a $3,200.0 million Credit Facility, which consists of a $1,975.0 million Revolving Facility and a $1,225.0 million Term Loan. The Revolving Facility is a secured facility that permits continuously renewable borrowings and has subfacilities of $100.0 million for same-day swing line borrowings and $25.0 million for stand-by letters of credit. As of ~~March~~December 31, 2022, we had ~~$647.0~~$380.0 million outstanding under the Revolving Facility and no borrowings on the swing line.

The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. As of ~~March~~December 31, 2022, ~~$1,217.3~~$1,194.4 million was outstanding under the Term Loan.

The interest rates applicable to loans under the Credit Facility are floating interest rates that, at our option, equal a base rate or a Eurodollar rate plus, in each case, an applicable margin based upon our consolidated total net leverage ratio.

The Credit Facility requires us to comply with certain financial covenants, including a maximum total leverage ratio and a minimum interest coverage ratio. The Credit Facility also includes customary negative covenants restricting or limiting our ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility. Since the inception of the Credit Facility, we have been in compliance with all of the financial covenants. A majority of our assets serve as collateral under the Credit Facility.

During fiscal year 2023, a provision of the TCJA went into effect which eliminated the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years. Although it is possible that Congress amends this provision, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision. Based on the law as currently enacted, the provision is expected to decrease fiscal year 2023 cash flows from operations by $95.0 million and increase net deferred tax assets by a similar amount. During the second quarter of fiscal year 2023, the Company’s estimated federal and state income tax payments included $46.0 million related to this provision. The actual impact will depend on the amount of research and development costs the Company will incur during fiscal year 2023 and whether new guidance and interpretive rules are issued by the U.S. Treasury, among other factors

A summary of the change in cash and cash equivalents is presented below (in thousands):

	Nine Months Ended						Six Months Ended
	March 31,						December 31,
	2022			2021			2022			2021
Net cash provided by operating activities	$	593,013		$	500,516		$	207,090		$	308,765
Net cash used in investing activities		(653,588	)		(403,981	)		(25,670	)		(630,065	)
Net cash provided by (used in) financing activities		100,835			(103,546	)
Net cash (used in) provided by financing activities								(181,580	)		358,849
Effect of exchange rate changes on cash and cash equivalents		(3,217	)		5,366			94			(1,477	)
Net change in cash and cash equivalents	$	37,043		$	(1,645	)	$	(66	)	$	36,072

Net cash provided by operating activities ~~increased $92.5~~decreased $101.7 million for the ~~nine~~six months ended ~~March~~December 31, 2022, when compared to the ~~nine~~six months ended ~~March~~December 31, 2021, as a result of a $95.9 million increase in cash paid for income taxes, $49.7 million in net unfavorable changes in operating assets and liabilities driven by the timing of vendor payments, partially offset by a $36.7 million increase in cash received from the Company's MARPA.

Net cash used in investing activities decreased $604.4 million for the six months ended December 31, 2022, when compared to the six months ended December 31, 2021, primarily as a result of a ~~$195.8~~$609.4 million reduction in cash paid for income taxes, partially offset by a $52.5 million benefit in the prior year from deferrals of employer related social security taxes under the CARES Act compared to a payment of $46.5 million in the current year.

Net cash used in investing activities increased $249.6 million for the nine months ended March 31, 2022, when compared to the nine months ended March 31, 2021, primarily as a result of a $260.3 million increasedecrease in cash used in acquisitions of businesses partially offset by a ~~$12.5~~$4.0 million ~~reduction~~increase in capital expenditures.

Net cash ~~provided by~~used in financing activities increased ~~$204.4~~$540.4 million for the ~~nine~~six months ended ~~March~~December 31, 2022, when compared to the ~~nine~~six months ended ~~March~~December 31, 2021, primarily as a result of a ~~$499.3~~$540.9 million ~~reduction in repurchases of common stock, partially offset by a $294.1 million decrease~~increase in net ~~borrowings~~payments under our Credit Facility.

We believe that the combination of internally generated funds, available bank borrowings, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going operations, customary capital expenditures, debt service obligations, share repurchases, and other working capital requirements over the next twelve months. In the future we may seek to borrow additional amounts under a long-term debt security. Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility and any other indebtedness we may incur will depend on our future financial performance which will be affected by many factors outside of our control, including worldwide economic and financial market conditions.

There have been no significant changes to the Company’s critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended June 30, ~~2021.~~2022.

The interest rates on both the Term Loan and the Revolving Facility are affected by changes in market interest rates. We have the ability to manage these fluctuations in part through interest rate hedging alternatives in the form of interest rate swaps. We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.0 million related to a portion of our floating rate indebtedness. All remaining balances under our Term Loan, and any additional amounts that may be borrowed under our Revolving Facility, are currently subject to interest rate fluctuations. With every one percent fluctuation in the applicable interest rates, interest expense on our variable rate debt for the ~~nine~~six months ended ~~March~~December 31, 2022 would have fluctuated by approximately ~~$9.1~~$5.5 million.

Approximately ~~3.2 percent~~2.8% and ~~2.9 percent~~3.2% of our total revenues during the ~~nine~~six months ended ~~March~~December 31, 2022 and 2021, respectively, were derived from our international operations headquartered in the U.K. Our practice in our international operations is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency exchange fluctuations. It is not possible to accomplish this in all cases; thus, there is some risk that profits will be affected by foreign currency exchange fluctuations. As of ~~March~~December 31, 2022, we held a combination of euros and pounds sterling in the U.K. and the Netherlands equivalent to approximately ~~$65.6~~$58.2 million. This allows us to better utilize our cash resources on behalf of our foreign subsidiaries, thereby mitigating foreign currency conversion risks.

As of the end of the three-month period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The effectiveness of a system of disclosure controls and procedures is subject to various inherent limitations, including cost limitation, judgments used in decision making, assumptions about the likelihood of future events, the soundness of internal controls, and fraud. Due to such inherent limitations, there can be only reasonable, and not absolute, assurance that any system of disclosure controls and procedures will be successful in preventing all errors or fraud, or in making all material information known in a timely manner to appropriate levels of management.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were operating and effective at ~~March~~December 31, 2022.

The Company reports that no changes in its internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended ~~March~~December 31, 2022.

Reference is made to Part I, Item 3, Legal Proceedings in the Registrant’s Annual Report on Form 10-K for the year ended June 30, ~~2021~~2022 for the most recently filed information concerning the suit filed in the United States District Court for the Southern District of Ohio. The lawsuit names CACI International Inc, CACI Premier Technology, Inc. and former CACI employee Timothy Dugan as Defendants, along with L-3 Services, Inc. Plaintiffs seek, inter alia, compensatory damages, punitive damages, and attorney’s fees.

In 2015, Defendant CACI Premier Technology, Inc. moved to dismiss Plaintiffs’ claims based upon the political question doctrine. On June 18, 2015, the Court issued an Order granting Defendant CACI Premier Technology, Inc.’s motion to dismiss, and on June 26, 2015 entered a final judgment in favor of Defendant CACI Premier Technology, Inc.

On July 23, 2015, Plaintiffs filed a Notice of Appeal of the district court’s June 2015 decision. On October 21, 2016, the Court of Appeals vacated and remanded the District Court’s judgment with instructions for the District Court to make further determinations regarding the political question doctrine. The District Court conducted an initial status conference on December 16, 2016. On June 9, 2017, the District Court dismissed Plaintiff Rashid without prejudice from the action based upon his inability to participate. On July 19, 2017, CACI Premier Technology, Inc. filed a motion to dismiss the action on numerous legal grounds. The Court held a hearing on that motion on September 22, 2017, and denied the motion pending issuance of a written decision. On January 17, 2018, CACI filed a third-party complaint naming the United States and John Does 1-60, asserting claims for contribution, indemnification, exoneration and breach of contract in the event that CACI Premier Technology, Inc. is held liable to Plaintiffs, as Plaintiffs are seeking to hold CACI Premier Technology, Inc. liable on a co-conspirator theory and a theory of aiding and abetting. On February 21, 2018, the District Court issued a Memorandum Opinion and Order dismissing with prejudice the claims of direct abuse of the Plaintiffs by CACI personnel (Counts 1, 4 and 7 of the Third Amended Complaint) in response to the motion to dismiss filed by CACI on July 19, 2017, and denying the balance of the motion to dismiss. On March 14, 2018, the United States filed a motion to dismiss the third party complaint or, in the alternative, for summary judgment. On April 13, 2018, the Court held a hearing on the United States’ motion to dismiss and took the matter under advisement. The Court subsequently stayed the part of the action against John Does 1-60.

On April 13, 2018, the Plaintiffs filed a motion to reinstate Plaintiff Rashid, which CACI opposed. On April 20, 2018, the District Court granted that motion subject to Plaintiff Rashid appearing for a deposition. On May 21, 2018, CACI filed a motion to dismiss for lack of subject matter jurisdiction based on a recent Supreme Court decision. On June 25, 2018, the District Court denied that motion. On October 25, 2018, the District Court conducted a pre-trial conference at which the District Court addressed remaining discovery matters, the scheduling for dispositive motions that CACI intends to file, and set a date of April 23, 2019 for trial, if needed, to start. On December 20, 2018, CACI filed a motion for summary judgment and a motion to dismiss based on the state secrets privilege. On January 3, 2019, CACI filed a motion to dismiss for lack of subject matter jurisdiction. On February 15, 2019, the United States filed a motion for summary judgment with respect to CACI’s third-party complaint. On February 27, 2019, the District Court denied CACI’s motion for summary judgment and motions to dismiss for lack of subject matter jurisdiction and on the state secrets privilege. On February 28, 2019, CACI filed a motion seeking dismissal on grounds of derivative sovereign immunity.

On March 22, 2019, the District Court denied the United States’ motion to dismiss on grounds of sovereign immunity and CACI’s motion to dismiss on grounds of derivative sovereign immunity. The District Court also granted the United States’ motion for summary judgment with respect to CACI’s third-party complaint. On March 26, 2019, CACI filed a Notice of Appeal of the District Court’s March 22, 2019 decision. On April 2, 2019, the U.S. Court of Appeals for the Fourth Circuit issued an Accelerated Briefing Order for the appeal. On April 3, 2019, the District Court issued an Order cancelling the trial schedule and holding matters in abeyance pending disposition of the appeal. On July 10, 2019, the U.S. Court of Appeals for the Fourth Circuit heard oral argument in Spartanburg, South Carolina on CACI’s appeal. On August 23, 2019, the Court of Appeals issued an unpublished opinion dismissing the appeal. A majority of the panel that heard the appeal held that rulings denying derivative sovereign immunity are not immediately appealable even where they present pure questions of law. The panel also ruled, in the alternative, that even if such a ruling was immediately appealable, review was barred because there remained disputes of material fact with respect to CACI’s derivative sovereign immunity defenses. The Court of Appeals subsequently denied CACI’s request for rehearing en banc. CACI then filed a motion to stay issuance of the mandate pending the filing of a petition for a writ of certiorari. On October 11, 2019, the Court of Appeals, by a 2-1 vote, denied the motion to stay issuance of the mandate. CACI then filed an application to stay issuance of the mandate with Chief Justice Roberts in his capacity as Circuit Justice for the U.S. Court of Appeals for the Fourth Circuit. After CACI filed that application, the Court of Appeals issued the mandate on October 21, 2019, returning jurisdiction to the district court. On October 23, Chief Justice Roberts denied the stay application “without prejudice to applicants filing a new application after seeking relief in the district court.” CACI then filed a motion in the district court to stay the action pending filing and disposition of a petition for a writ of certiorari. On November 1, 2019, the district court granted CACI’s motion and issued an Order staying the action until further order of the court. On November 15, 2019, CACI filed a petition for a writ of certiorari in the U.S. Supreme Court. On January 27, 2020, the U.S. Supreme Court issued an Order inviting the Solicitor General to file a brief in the case expressing the views of the United States. On August 26, 2020, the Solicitor General filed a brief recommending that CACI’s petition for a writ of certiorari be held pending the Supreme Court’s disposition of Nestle USA, Inc. v. Doe, cert. granted, No. 19-416 (July 2, 2020), and Cargill, Inc. v. Doe, cert. granted, No. 19-453 (July 2, 2020). The United States’ brief recommended that if the Supreme Court’s decisions in Nestle and Cargill did not effectively eliminate the claims in Al Shimari, then the Supreme Court should grant CACI’s petition for a writ of certiorari. On June 17, 2021, the Supreme Court issued its decision in the Nestle and Cargill cases, holding that the allegations of domestic conduct in the cases were general corporate activity insufficient to establish subject matter jurisdiction. As a result, the Supreme Court remanded the cases for dismissal. On June 28, 2021, the Supreme Court denied CACI’s petition for a writ of certiorari.

On July 16, 2021, the District Court granted CACI’s consent motion to lift the stay of the action, and ordered the parties to submit status reports to the District Court by August 4, 2021. On July 23, 2021, CACI filed a motion to dismiss the action for lack of subject matter jurisdiction based on, among other things, the recent Supreme Court decision in the Nestle and Cargill cases. On August 4, 2021, the parties submitted status reports to the District Court.

On September 10, 2021, the Court conducted a hearing on CACI’s motion to dismiss for lack of subject matter jurisdiction and took the motion under advisement. The Court issued an Order directing the plaintiffs to provide the Court with a calculation of specific damages sought by each plaintiff. In response, plaintiffs advised the Court that, if the case is tried, they do not intend to request a specific amount of damages.

On October 1, 2021, the plaintiffs filed an estimate of compensatory damages between $6.0 million and $9.0 million ($2.0 million to $3.0 million per plaintiff) and an estimate of punitive damages between $23.5 million and $64.0 million.

On July 18, 2022, CACI filed a second motion to dismiss for lack of subject matter jurisdiction based on recent decisions by the Supreme Court. On September 16, 2022, the District Court conducted a hearing on that motion and took the matter under advisement.

Abbass, et al v. CACI Premier Technology, Inc. and CACI International Inc, Case No. 1:13CV1186-LMB/JFA (EDVA)

Reference is made to Part I, Item 3, Legal Proceedings in the Registrant’s Annual Report on Form 10-K for the year ended June 30, ~~2021~~2022 for the most recently filed information concerning the suit filed in the United States District Court for the Eastern District of Virginia. The lawsuit names CACI International Inc and CACI Premier Technology, Inc. as Defendants. Plaintiffs seeks, inter alia, compensatory damages, punitive damages, and attorney’s fees.

Since the filing of Registrant’s report described above, the case remains stayed pending the outcome in the Al Shimari appeal.

We are vigorously defending the above-described legal proceedings, and based on our present knowledge of the facts, believe the lawsuits are completely without merit.

On September 13, 2021, the Court issued an Order directing plaintiffs’ counsel to file a report advising the Court of the status of each plaintiff, and indicating that any plaintiff whom counsel is unable to contact may be dismissed from the action. On October 4, 2021, plaintiffs’ counsel filed a memorandum stating that the action was brought by forty-six plaintiffs, and that plaintiffs’ counsel was in contact with many of the plaintiffs but needed additional time to provide the Court with a final report. On October 4, 2021, the Court entered an Order extending plaintiffs’ response to October 25, 2021. On October 25, 2021, plaintiffs’ counsel filed a memorandum stating that he was in communication with 46 plaintiffs or their representatives.

Reference is made to Part I, Item 1A, Risk Factors, in the Registrant’s Annual Report on Form 10-K for the year ended June 30, ~~2021. Except as set forth below, there~~2022. There have been no material changes from the risk factors described in that report.

~~The effects of health epidemics, pandemics and similar outbreaks may have material adverse effects on our business, financial position, results of operations and/or cash flows.~~

We face various risks related to health epidemics, pandemics and similar outbreaks, including the global outbreak of COVID-19. The COVID-19 pandemic and the mitigation efforts to control its spread have adversely impacted the U.S. and global economies, leading to disruptions and volatility in global capital markets. While we have taken steps to mitigate the impact of the COVID-19 pandemic on our employees and our business, the continued spread of COVID-19 may have a material adverse effect on our business, financial position, results of operations and/or cash flows as the result of significant portions of our workforce being unable to work due to illness, quarantines, government actions, facility closures, vaccination status, or other restrictions; the inability for us to fully perform on our contracts as a result of government actions or reduction in personnel due to government mandates which may require our employees to be vaccinated; delays or limits to the ability of the U.S. Government or other customers to make timely payments; incurrence of increased costs which may not be recoverable; adverse impacts on our access to capital; or other unpredictable events. We continue to monitor the effect of COVID-19 on our business, but we cannot predict the full impact of COVID-19 as the extent of the impact will depend on the duration and spread of the pandemic and the actions taken by federal, state, local and foreign governments to prevent the spread of COVID-19.

The following table provides certain information with respect to our purchases of shares of CACI International Inc’s common stock:

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CACI	New York Stock Exchange

		PAGE
PART I:	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Cash Flows	6

	Condensed Consolidated Statements of ~~Shareholder’s~~Shareholders’ Equity	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1716

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2221

Item 4.	Controls and Procedures	2322


PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings	2423

Item 1A.	Risk Factors	2625

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2625

Item 3.	Defaults Upon Senior Securities	2625

Item 4.	Mine Safety Disclosures	2625

Item 5.	Other Information	2625

Item 6.	Exhibits	2726

	Signatures	2827

	March 31,			June 30,
	2022 (1)			2021
Intangible assets:
Customer contracts and related customer relationships	$	658,475		$	601,516
Acquired technologies		280,358			198,273
Intangible assets		938,833			799,789
Less accumulated amortization:
Customer contracts and related customer relationships		(266,260	)		(276,498	)
Acquired technologies		(71,109	)		(47,185	)
Less accumulated amortization		(337,369	)		(323,683	)
Total intangible assets, net	$	601,464		$	476,106

Fiscal year ending June 30,		Amount
2022 (remainder of year)	��	$	19,209
2023			75,506
2024			72,035
2025			67,872
2026			60,242
2027 and thereafter			306,600
		$	601,464

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 2022		8,511	$	270.97		1,285,325		214,675
February 2022		—		—		—		—
March 2022		—	$	—		—		—
Total		8,511				1,285,325

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Twelve months ending March 31,
2023	$	30,625
2024		38,281
2025		61,250
2026		61,250
2027		1,672,938
Principal amount of long-term debt		1,864,344
Less unamortized discounts and debt issuance costs		(10,479	)
Total long-term debt	$	1,853,865

			~~Incorporated by Reference~~
~~Exhibit No.~~	~~Description~~	~~Filed with this Form 10-Q~~	~~Form~~	~~Filing Date~~	~~Exhibit No.~~

~~31.1~~	~~Section 302 Certification John S. Mengucci~~	X

~~31.2~~	~~Section 302 Certification Thomas A. Mutryn~~	X

~~32.1~~	~~Section 906 Certification John S. Mengucci~~	X

~~32.2~~	~~Section 906 Certification Thomas A. Mutryn~~	X

~~101.INS~~	~~XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)~~

~~101.SCH~~	~~Inline XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~	~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~	~~Inline XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~	~~Inline XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~	~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~

~~104~~	~~Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)~~

			Incorporated by Reference
Exhibit No.	Description	Filed with this Form 10-Q	Form	Filing Date	Exhibit No.

10.1	Amendment No. 4 to the Master Accounts Receivable Purchase Agreement dated December 28, 2018, among CACI, International Inc, CACI, Inc.-Federal, certain subsidiaries from time to time party thereto, MUFG Bank, Ltd., as Administrative Agent, and certain purchasers from time to time party thereto		8-K	December 28, 2022	10.1

31.1	Section 302 Certification John S. Mengucci	X

31.2	Section 302 Certification Jeffrey D. MacLauchlan	X

32.1	Section 906 Certification John S. Mengucci	X

32.2	Section 906 Certification Jeffrey D. MacLauchlan	X

101.INS	XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

	CACI International Inc
	Registrant

Date: ~~April 28, 2022~~January 26, 2023	By:	/s/ John S. Mengucci
		John S. Mengucci
		President,
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: ~~April 28, 2022~~January 26, 2023	By:	/s/ ~~Thomas A. Mutryn~~Jeffrey D. MacLauchlan
		~~Thomas A. Mutryn~~Jeffrey D. MacLauchlan
		Executive Vice President,
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Date: ~~April 28, 2022~~January 26, 2023	By:	/s/ Travis B. Johnson
		Travis B. Johnson
		Senior Vice President, Corporate Controller
		and Chief Accounting Officer
		(Principal Accounting Officer)