	September 30,			June 30,
	2022			2022				March 31, 2023		June 30, 2022
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	136,636		$	114,804		Cash and cash equivalents	$	106,789	$	114,804
Accounts receivable, net		794,777			926,144		Accounts receivable, net	1,004,733		926,144
Prepaid expenses and other current assets		194,579			168,690		Prepaid expenses and other current assets	197,120		168,690
Total current assets		1,125,992			1,209,638		Total current assets	1,308,642		1,209,638
Goodwill		4,052,778			4,058,291		Goodwill	4,066,260		4,058,291
Intangible assets, net		561,564			581,385		Intangible assets, net	524,445		581,385
Property, plant and equipment, net		199,817			205,622		Property, plant and equipment, net	197,549		205,622
Operating lease right-of-use assets		309,474			317,359		Operating lease right-of-use assets	285,746		317,359
Supplemental retirement savings plan assets		94,156			96,114		Supplemental retirement savings plan assets	96,434		96,114
Accounts receivable, long-term		10,623			10,199		Accounts receivable, long-term	12,653		10,199
Other long-term assets		170,478			150,823		Other long-term assets	159,827		150,823
Total assets	$	6,524,882		$	6,629,431		Total assets	$	6,651,556	$	6,629,431
LIABILITIES AND SHAREHOLDERS’ EQUITY							LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:							Current liabilities:
Current portion of long-term debt	$	30,625		$	30,625		Current portion of long-term debt	$	38,281	$	30,625
Accounts payable		229,366			303,443		Accounts payable	323,346		303,443
Accrued compensation and benefits		373,860			405,722		Accrued compensation and benefits	344,039		405,722
Other accrued expenses and current liabilities		331,980			287,571		Other accrued expenses and current liabilities	358,790		287,571
Total current liabilities		965,831			1,027,361		Total current liabilities	1,064,456		1,027,361
Long-term debt, net of current portion		1,597,055			1,702,148		Long-term debt, net of current portion	1,765,210		1,702,148
Supplemental retirement savings plan obligations, net of current portion		102,580			102,127		Supplemental retirement savings plan obligations, net of current portion	103,023		102,127
Deferred income taxes		311,283			356,841		Deferred income taxes	202,755		356,841
Operating lease liabilities, noncurrent		307,391			315,315		Operating lease liabilities, noncurrent	278,344		315,315
Other long-term liabilities		92,172			72,096		Other long-term liabilities	148,128		72,096
Total liabilities	$	3,376,312		$	3,575,888		Total liabilities	$	3,561,916	$	3,575,888
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES (NOTE 8)							COMMITMENTS AND CONTINGENCIES (NOTE 8)
Shareholders’ equity:							Shareholders’ equity:
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or outstanding		—			—		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; 42,826 shares issued and 23,422 outstanding at September 30, 2022 and 42,820 shares issued and 23,416 outstanding at June 30, 2022		4,283			4,282
Common stock $0.10 par value, 80,000 shares authorized; 42,919 shares issued and 22,793 outstanding at March 31, 2023 and 42,820 shares issued and 23,416 outstanding at June 30, 2022							Common stock $0.10 par value, 80,000 shares authorized; 42,919 shares issued and 22,793 outstanding at March 31, 2023 and 42,820 shares issued and 23,416 outstanding at June 30, 2022	4,292		4,282
Additional paid-in capital		579,511			571,650		Additional paid-in capital	537,773		571,650
Retained earnings		3,645,006			3,555,881		Retained earnings	3,832,849		3,555,881
Accumulated other comprehensive loss		(33,036	)		(31,076	)	Accumulated other comprehensive loss	(23,405)		(31,076)
Treasury stock, at cost (19,404 and 19,404 shares, respectively)		(1,047,329	)		(1,047,329	)
Treasury stock, at cost (20,126 and 19,404 shares, respectively)							Treasury stock, at cost (20,126 and 19,404 shares, respectively)	(1,262,004)		(1,047,329)
Total CACI shareholders’ equity		3,148,435			3,053,408		Total CACI shareholders’ equity	3,089,505		3,053,408
Noncontrolling interest		135			135		Noncontrolling interest	135		135
Total shareholders’ equity		3,148,570			3,053,543		Total shareholders’ equity	3,089,640		3,053,543
Total liabilities and shareholders’ equity	$	6,524,882		$	6,629,431		Total liabilities and shareholders’ equity	$	6,651,556	$	6,629,431


																												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, 2022																											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
Net income																											Net income	—	—		—		100,742		—		—	—		100,742		—		100,742
Stock-based compensation expense																											Stock-based compensation expense	—	—		10,368		—		—		—	—		10,368		—		10,368
Tax withholdings on restricted share vestings																											Tax withholdings on restricted share vestings	8	1		(976)		—		—		—	—		(975)		—		(975)
Other comprehensive income (loss), net of tax																											Other comprehensive income (loss), net of tax	—	—		—		—		(5,976)		—	—		(5,976)		—		(5,976)
Repurchases of common stock																											Repurchases of common stock	—	—		(50,089)		—		—		731	(217,026)		(267,115)		—		(267,115)
Treasury stock issued under stock purchase plans																											Treasury stock issued under stock purchase plans	—	—		—		—		—		(9)	2,350		2,350		—		2,350
Balance at March 31, 2023																											Balance at March 31, 2023	42,919	$	4,292	$	537,773	$	3,832,849	$	(23,405)	20,126	$	(1,262,004)	$	3,089,505	$	135	$	3,089,640

Balance at December 31, 2021																											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
Net income																											Net income	—	—		—		95,417		—		—	—		95,417		—		95,417
Stock-based compensation expense																											Stock-based compensation expense	—	—		8,387		—		—		—	—		8,387		—		8,387
Tax withholdings on restricted share vestings																											Tax withholdings on restricted share vestings	7	1		(773)		—		—		—	—		(772)		—		(772)
Other comprehensive income, net of tax																											Other comprehensive income, net of tax	—	—		—		—		12,274		—	—		12,274		—		12,274
Repurchases of common stock																											Repurchases of common stock	—	—		(130)		—		—		9	(2,176)		(2,306)		—		(2,306)
Treasury stock issued under stock purchase plans																											Treasury stock issued under stock purchase plans	—	—		—		—		—		(9)	2,176		2,176		—		2,176
Balance at March 31, 2022																											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
	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 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		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		—		—		—			89,125		—			—			—			89,125			—		89,125		Net income	—	—		—		276,968		—		—	—		276,968		—		276,968
Stock-based compensation expense		—		—		8,439			—		—			—			—			8,439			—		8,439		Stock-based compensation expense	—	—		30,564		—		—		—	—		30,564		—		30,564
Tax withholdings on restricted share vestings		6		1		(436	)		—		—			—			—			(435	)		—		(435	)	Tax withholdings on restricted share vestings	99	10		(14,091)		—		—		—	—		(14,081)		—		(14,081)
Other comprehensive loss, net of tax		—		—		—			—		(1,960	)		—			—			(1,960	)		—		(1,960	)
Other comprehensive income, net of tax																											Other comprehensive income, net of tax	—	—		—		—		7,671		—	—		7,671		—		7,671
Repurchases of common stock		—		—		(182	)		—		—			9			(2,465	)		(2,647	)		—		(2,647	)	Repurchases of common stock	—	—		(50,414)		—		—		750	(221,987)		(272,401)		—		(272,401)
Treasury stock issued under stock purchase plans		—		—		40			—		—			(9	)		2,465			2,505			—		2,505		Treasury stock issued under stock purchase plans	—	—		64		—		—		(28)	7,312		7,376		—		7,376
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
Balance at March 31, 2023																											Balance at March 31, 2023	42,919	$	4,292	$	537,773	$	3,832,849	$	(23,405)	20,126	$	(1,262,004)	$	3,089,505	$	135	$	3,089,640

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		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
Net income		—		—		—			88,109		—			—			—			88,109			—		88,109		Net income	—	—		—		273,825		—		—	—		273,825		—		273,825
Stock-based compensation expense		—		—		6,669			—		—			—			—			6,669			—		6,669		Stock-based compensation expense	—	—		23,085		—		—		—	—		23,085		—		23,085
Tax withholdings on restricted share vestings		34		3		(276	)		—		—			—			—			(273	)		—		(273	)	Tax withholdings on restricted share vestings	141	14		(14,585)		—		—		—	—		(14,571)		—		(14,571)
Other comprehensive loss, net of tax		—		—		—			—		(4,548	)		—			—			(4,548	)		—		(4,548	)
Other comprehensive income, net of tax																											Other comprehensive income, net of tax	—	—		—		—		13,725		—	—		13,725		—		13,725
Repurchases of common stock		—		—		70,974			—		—			292			(73,446	)		(2,472	)		—		(2,472	)	Repurchases of common stock	—	—		70,631		—		—		310	(77,932)		(7,301)		—		(7,301)
Treasury stock issued under stock purchase plans		—		—		61			—		—			(10	)		2,298			2,359			—		2,359		Treasury stock issued under stock purchase plans	—	—		61		—		—		(28)	6,784		6,845		—		6,845
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
Balance at March 31, 2022																											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

(1)Includes goodwill initially allocated to new business combinations as well as measurement period adjustments, when applicable. Purchase price allocations for all of the fiscal year 2022 acquisitions were completed as of the second quarter of fiscal year 2023.

During fiscal year 2023, a provision of the Tax Cuts and Jobs Act of 2017 (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 of the TCJA, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision. ~~During~~For the ~~quarter,~~three and nine months ended March 31, 2023, the Company recognized a liability for unrecognized tax benefits and a corresponding deferred tax asset of ~~$19.8~~$30.9 million and $70.7 million, respectively, related to the capitalization and amortization of research costs related to provisions of the TCJA becoming effective.

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.

Information Relating to Forward-Looking Statements

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:

•	our reliance on U.S. government contracts, which includes general risk around the government contract procurement process (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks;

•our reliance on U.S. government contracts, which includes general risk around the government contract procurement process (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks;

~~significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns;~~

•significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns;

~~legislation that amends or changes discretionary spending levels or budget priorities, such as for homeland security or to address global pandemics like COVID-19;~~

•legislation that amends or changes discretionary spending levels or budget priorities, such as for homeland security or to address global pandemics like COVID-19;

~~legal, regulatory, and political change from successive presidential administrations that could result in economic uncertainty;~~

•legal, regulatory, and political change from successive presidential administrations that could result in economic uncertainty;

changes in U.S. federal agencies, current agreements with other nations, foreign events, or any other events which may affect the global economy, including the impact of global pandemics like COVID-19;

•changes in U.S. federal agencies, current agreements with other nations, foreign events, or any other events which may affect the global economy, including the impact of global pandemics like COVID-19;

~~the results of government audits and reviews conducted by the Defense Contract Audit Agency, the Defense Contract Management Agency, or other governmental entities with cognizant oversight;~~

•the results of government audits and reviews conducted by the Defense Contract Audit Agency, the Defense Contract Management Agency, or other governmental entities with cognizant oversight;

~~competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances);~~

•competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances);

~~failure to achieve contract awards in connection with re-competes for present business and/or competition for new business;~~

•failure to achieve contract awards in connection with re-competes for present business and/or competition for new business;

regional and national economic conditions in the United States and globally, including but not limited to: terrorist activities or war, changes in interest rates, currency fluctuations, significant fluctuations in the equity markets, and market speculation regarding our continued independence;

•regional and national economic conditions in the United States and globally, including but not limited to: terrorist activities or war, changes in interest rates, currency fluctuations, significant fluctuations in the equity markets, and market speculation regarding our continued independence;

~~our ability to meet contractual performance obligations, including technologically complex obligations dependent on factors not wholly within our control;~~

•our ability to meet contractual performance obligations, including technologically complex obligations dependent on factors not wholly within our control;

~~limited access to certain facilities required for us to perform our work, including during a global pandemic like COVID-19;~~

•limited access to certain facilities required for us to perform our work, including during a global pandemic like COVID-19;

~~changes in tax law, the interpretation of associated rules and regulations, or any other events impacting our effective tax rate;~~

•changes in tax law, the interpretation of associated rules and regulations, or any other events impacting our effective tax rate;

~~changes in technology;~~

•changes in technology;

~~the potential impact of the announcement or consummation of a proposed transaction and our ability to successfully integrate the operations of our recent and any future acquisitions;~~

•the potential impact of the announcement or consummation of a proposed transaction and our ability to successfully integrate the operations of our recent and any future acquisitions;

~~our ability to achieve the objectives of near term or long-term business plans; and~~

•our ability to achieve the objectives of near term or long-term business plans; and

~~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.~~

•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.

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.

Overview

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

•	~~Enterprise~~ ~~– CACI provides capabilities that enable the internal operations of a government agency.~~

•Enterprise – CACI provides capabilities that enable the internal operations of a government agency.

~~Mission~~ ~~– CACI provides capabilities that enable the execution of a government agency’s primary function, or “mission”.~~

•Mission – CACI provides capabilities that enable the execution of a government agency’s primary function, or “mission”.

~~Expertise~~ – CACI provides Expertise to both Enterprise and Mission customers. For Enterprise customers, we deliver talent with the specific technical and functional knowledge to support internal agency operations. Examples include functional software development expertise, data and business analysis, and IT operations support. For Mission customers, we deliver talent with technical and domain knowledge to support the execution of an agency’s mission. Examples include engineering expertise such as naval architecture, marine engineering, and life cycle support; and mission support expertise such as intelligence and special operations support.

•Expertise – CACI provides Expertise to both Enterprise and Mission customers. For Enterprise customers, we deliver talent with the specific technical and functional knowledge to support internal agency operations. Examples include functional software development expertise, data and business analysis, and IT operations support. For Mission customers, we deliver talent with technical and domain knowledge to support the execution of an agency’s mission. Examples include engineering expertise such as naval architecture, marine engineering, and life cycle support; and mission support expertise such as intelligence and special operations support, and network and exploitation analysis.

~~Technology~~ – CACI delivers Technology to both Enterprise and Mission customers. For both Enterprise and Mission, CACI provides: Software development at scale using open modern architectures, DevSecOps, and agile methodologies; and advanced data platforms, data operations and analyst-centric analytics including application of Artificial Intelligence and multi-source analysis. Additional examples of Enterprise technology include: Network and IT modernization; The customization, implementation, and maintenance of commercial-off-the-shelf (COTS) and enterprise resource planning (ERP) systems including financial, human capital, and supply chain management systems; and cyber security active defense and zero trust architectures. Additional examples of Mission technology include: Developing and deploying multi-domain offerings for signals intelligence, resilient communications, free space optical communications, electronic warfare including Counter-UAS, cyber operations, and Radio Frequency (RF) and 5G spectrum awareness, agility and usage. CACI invests ahead of customer need with research and development to generate unique intellectual property and differentiated technology addressing critical national security and government modernization needs.

•Technology – CACI delivers Technology to both Enterprise and Mission customers. For both Enterprise and Mission, CACI provides: Software development at scale using open modern architectures, DevSecOps, and agile methodologies; and advanced data platforms, data operations and analyst-centric analytics including application of Artificial Intelligence and multi-source analysis. Additional examples of Enterprise technology include: Network and IT modernization; Commercial Solutions for Classified (CSfC); The customization, implementation, and maintenance of commercial-off-the-shelf (COTS) and enterprise resource planning (ERP) systems including financial, human capital, and supply chain management systems; and cyber security active defense and zero trust architectures. Additional examples of Mission technology include: Developing and deploying multi-domain offerings for signals intelligence, resilient communications, free space optical communications, electronic warfare including Counter-UAS, cyber operations, and Radio Frequency (RF) spectrum awareness, agility and usage. CACI invests ahead of customer need with research and development to generate unique intellectual property and differentiated technology addressing critical national security and government modernization needs.

Budgetary Environment

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 into law the omnibus appropriations bill that 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 was for national defense and approximately ~~$730~~$773 billion was 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 ~~5.6%~~approximately 10% and ~~6.7%~~6%, respectively, over ~~GFY21~~GFY22 enacted ~~levels. GFY22~~levels, which themselves were increases of approximately 6% and 7%, respectively, over GFY21. On March 9, 2023, the President released his budget request for GFY24, which calls for an increase in defense spending of approximately 3% and an increase in ~~fact increased both~~nondefense spending of approximately 8% over ~~the President’s GFY22 budget request~~GFY23 levels. While future levels of defense and ~~the National Defense Authorization Act (NDAA) passed by Congress on December 27, 2021. Defense~~nondefense spending ~~has generally increased over the last several years,~~are difficult to project, we believe that there continues to be bipartisan support for defense and national security-related spending, 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, and current deliberations in Congress suggest that the enacted GFY23 budget could see an even larger increase. 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, 2022, the President signed a CR,~~, a temporary measure allowing the government to continue operations ~~through December 16, 2022~~ at prior year funding levels.

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.

~~Impact of COVID-19~~

We continue to take steps to mitigate the impact of COVID-19 on our employees and our business. The impact 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 limited in-person meetings, reduced access to customer facilities, and experienced disruptions 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. Omicron and other COVID-19 variants, both in and outside the U.S., also continue to be one of several reasons for continued supply chain shortages.

Market Environment

We provide Expertise and 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 $260 billion. Our addressable market is expected to continue to grow over the next several years. Approximately 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:

•	~~A stable-to-higher USG budget environment, particularly in defense and intelligence-related areas;~~

•A stable-to-higher USG budget environment, particularly in defense and intelligence-related areas;

~~Increased focus on cyber, space, and the electromagnetic spectrum as key domains for National Security;~~

•Increased focus on cyber, space, and the electromagnetic spectrum as key domains for National Security;

~~Increased spend on network and application modernization and enhancements to cyber security posture;~~

•	~~Increased investments in advanced technologies (e.g., Artificial Intelligence, 5G), particularly software-based technologies;~~

•Increased spend on network and application modernization and enhancements to cyber security posture;

~~Increasing focus on near-peer competitors and other nation state threats;~~

•Increased investments in advanced technologies (e.g., Artificial Intelligence, 5G), particularly software-based technologies;

~~Continued focus on counterterrorism, counterintelligence, and counter proliferation as key U.S. security concerns; and~~

•Increasing focus on near-peer competitors and other nation state threats;

~~Increased demand for innovation and speed of delivery.~~

•Continued focus on counterterrorism, counterintelligence, and counter proliferation as key U.S. security concerns; and

•Increased demand for innovation and speed of delivery.

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 Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~

The following table provides our results of operations (in thousands):

	Dollar Amount
	Three Months Ended									Dollar Amount							Dollar Amount
	September 30,				Change					Three Months Ended March 31,				Change			Nine Months Ended March 31,				Change
	2022		2021		Dollar			Percent		2023		2022		Dollar		Percent	2023		2022		Dollar		Percent
Revenues	$	1,605,759	$	1,490,898	$	114,861		7.7%	Revenues	$	1,744,270	$	1,583,980	$	160,290	10.1%	$	4,999,445	$	4,560,656	$	438,789	9.6%
Costs of revenues:									Costs of revenues:
Direct costs		1,055,772		974,171		81,601		8.4%	Direct costs	1,143,781		1,022,181		121,600		11.9%	3,293,867		2,970,370		323,497		10.9%
Indirect costs and selling expenses		382,081		357,106		24,975		7.0%	Indirect costs and selling expenses	410,235		402,227		8,008		2.0%	1,180,619		1,114,310		66,309		6.0%
Depreciation and amortization		35,103		32,592		2,511		7.7%	Depreciation and amortization	35,220		34,216		1,004		2.9%	106,255		99,484		6,771		6.8%
Total costs of revenues		1,472,956		1,363,869		109,087		8.0%	Total costs of revenues	1,589,236		1,458,624		130,612		9.0%	4,580,741		4,184,164		396,577		9.5%
Income from operations		132,803		127,029		5,774		4.5%	Income from operations	155,034		125,356		29,678		23.7%	418,704		376,492		42,212		11.2%
Interest expense and other, net		16,193		10,398		5,795		55.7%	Interest expense and other, net	23,570		9,084		14,486		159.5%	59,705		30,491		29,214		95.8%
Income before income taxes		116,610		116,631		(21	)	(0.0)%	Income before income taxes	131,464		116,272		15,192		13.1%	358,999		346,001		12,998		3.8%
Income taxes		27,485		28,522		(1,037	)	(3.6)%	Income taxes	30,722		20,855		9,867		47.3%	82,031		72,176		9,855		13.7%
Net income	$	89,125	$	88,109	$	1,016		1.2%	Net income	$	100,742	$	95,417	$	5,325	5.6%	$	276,968	$	273,825	$	3,143	1.1%

Revenues. The increase in revenues for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, as compared to the three and nine months ended ~~September 2021,~~March 31, 2023, was primarily attributable to ~~growth on existing programs,~~ new contract awards and growth on existing programs. The increase in revenues for the nine months ended March 31, 2023 was also attributable to revenues from the acquisitions completed in fiscal year 2022.

The following table summarizes revenues by customer type with related percentages of revenues for the three and nine months ended ~~September~~March 31, 2023 and 2022, ~~and 2021,~~ respectively (in thousands):

Dollar Amount

Three Months Ended

September 30,

Change

2022

2021

Dollar

Percent

Department of Defense

$
1,095,320

$
1,000,127

$
95,193

9.5%

Federal Civilian Agencies

424,087

413,664

10,423

2.5%

Commercial and other

86,352

77,107

9,245

12.0%

Total

$
1,605,759

$
1,490,898

$
114,861

7.7%

•	~~DoD revenues include Expertise and Technology provided to various Department of Defense customers.~~


	Dollar Amount							Dollar Amount
	Three Months Ended March 31,				Change			Nine Months Ended March 31,				Change
	2023		2022		Dollar		Percent	2023		2022		Dollar		Percent
Department of Defense	$	1,298,700	$	1,118,665	$	180,035	16.1%	$	3,554,080	$	3,155,806	$	398,274	12.6%
Federal Civilian Agencies	355,612		380,837		(25,225)		(6.6)%	1,179,467		1,166,398		13,069		1.1%
Commercial and other	89,958		84,478		5,480		6.5%	265,898		238,452		27,446		11.5%
Total	$	1,744,270	$	1,583,980	$	160,290	10.1%	$	4,999,445	$	4,560,656	$	438,789	9.6%

•DoD revenues include Expertise and Technology provided to various Department of Defense customers.

Federal civilian agencies’ revenues primarily include Expertise and Technology provided to non-DoD agencies and departments of the U.S. federal government, including intelligence agencies and Departments of Homeland Security, Justice, Agriculture, Health and Human Services, and State.

•Federal civilian agencies’ revenues primarily include Expertise and Technology provided to non-DoD agencies and departments of the U.S. federal government, including intelligence agencies and Departments of Homeland Security, Justice, Agriculture, Health and Human Services, and State.

•Commercial and other revenues primarily include Expertise and Technology provided to U.S. state and local governments, commercial customers, and certain foreign governments and agencies through our International reportable segment.

•

Commercial and other revenues primarily include Expertise and Technology provided to U.S. state and local governments, commercial customers, and certain foreign governments and agencies through our International reportable segment.

Direct Costs. The increase in direct costs for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, as compared to the prior year ~~quarter,~~periods, was primarily attributable to the increased revenues and a higher volume of materials and other direct costs. As a percentage of revenue, direct costs were ~~65.7%~~65.6% and ~~65.3%~~65.9% for the three and nine months ended ~~September 30,~~March 31, 2023, respectively and 64.5% and 65.1% for the three and nine months ended March 31, 2022, ~~and 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 months ended ~~September 30, 2022,~~March 31, 2023, as compared to the prior year ~~quarter,~~periods, was primarily attributable to the ~~acquisitions completed~~incremental costs of running the businesses acquired in fiscal year 2022 and an increase in fringe benefit expenses. As a percentage of revenue, indirect costs and selling expenses were ~~23.8%~~23.5% and ~~24.0%~~23.6% for the three and nine months ended ~~September 30,~~March 31, 2023, respectively and 25.4% and 24.4% for the three and nine months ended March 31, 2022, ~~and 2021,~~ respectively.

Depreciation and Amortization. The increase in depreciation and amortization for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, as compared to the prior year ~~quarter,~~periods, was primarily attributable to depreciation from the Company’s higher average property and equipment and intangible amortization from the acquisitions in fiscal year 2022.

Interest Expense and Other, Net. The increase in interest expense and other, net for the three and nine months ended ~~September 30, 2022,~~March 31, 2023, as compared to the prior year ~~quarter,~~periods, was primarily attributable to higher interest rates on outstanding debt.

Income Tax Expense. The Company’s effective income tax ~~provision~~rate was 23.4% and 22.8% for the three and nine months ended ~~September 30,~~March 31, 2023, respectively, and 17.9% and 20.9% for the three and nine months ended March 31, 2022, ~~and 2021 represents an effective tax rate of 23.6% and 24.5%,~~ respectively. The effective tax rates for the three and nine months ended ~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~ both benefited from the favorable impact of research and development credits and the amount of excess tax benefits related to stock-based compensation, and are partially offset by the unfavorable impacts of certain executive compensation.

Contract Backlog

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.

The Company’s backlog as of period end is either funded or unfunded:

•	~~Funded backlog represents contract value for which funding has been appropriated less revenues previously recognized on these contracts.~~

•Funded backlog represents contract value for which funding has been appropriated less revenues previously recognized on these contracts.

Unfunded backlog represents estimated values that have the potential to be recognized into revenue from executed contracts for which funding has not been appropriated and unexercised priced contract options.

•Unfunded backlog represents estimated values that have the potential to be recognized into revenue from executed contracts for which funding has not been appropriated and unexercised priced contract options.

As of ~~September 30, 2022,~~March 31, 2023, the Company had total backlog of ~~$24.9~~$25.3 billion, compared with ~~$23.9~~$23.5 billion a year ago, an increase of ~~4.2%~~7.7%. Funded backlog as of ~~September 30, 2022~~March 31, 2023 was ~~$3.7~~$3.4 billion. The total backlog consists of remaining performance obligations (see Note 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.

Liquidity and Capital Resources

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 6) and available borrowings under our Credit Facility (as defined in Note 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 ~~September 30, 2022,~~March 31, 2023, we had ~~$435.0~~$625.0 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 ~~September 30, 2022, $1,202.0~~March 31, 2023, $1,186.7 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.

Effective April 3, 2023, as a result of reference rate reform and the expected discontinuation of LIBOR, CACI completed the transition of its Credit Facility and its interest rate swaps designated as cash flow hedges from LIBOR-indexed interest payments to SOFR-indexed interest payments.We do not expect that the LIBOR to SOFR transition will have a material impact to our liquidity, capital resources, operations or financial condition.

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.

The Company’s estimated federal and state income tax payments related to this provision were $5.1 million and $51.1 million for the three and nine months ended March 31, 2023, respectively. 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):

	Three Months Ended
	September 30,							Nine Months Ended March 31, 2023
	2022			2021				2023		2022
Net cash provided by operating activities	$	144,843		$	185,953		Net cash provided by operating activities	$	235,954	$	593,013
Net cash used in investing activities		(12,771	)		(126,476	)	Net cash used in investing activities	(39,218)		(653,588)
Net cash used in financing activities		(106,096	)		(41,717	)
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(207,895)		100,835
Effect of exchange rate changes on cash and cash equivalents		(4,144	)		(1,361	)	Effect of exchange rate changes on cash and cash equivalents	3,144		(3,217)
Net change in cash and cash equivalents	$	21,832		$	16,399		Net change in cash and cash equivalents	$	(8,015)	$	37,043

Net cash provided by operating activities decreased ~~$41.1~~$357.1 million for the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, when compared to the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, as a result of a ~~$20.3~~$278.1 million increase in cash paid for income taxes, ~~$10.5~~$153.8 million in net unfavorable changes in operating assets and liabilities driven by increased revenue volume and the timing of vendor payments, partially offset by ~~strong cash collections, and~~ a ~~$9.6~~$39.3 million ~~decrease~~increase in cash received from the Company's MARPA.

Net cash used in investing activities decreased ~~$113.7~~$614.4 million for the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, when compared to the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, primarily as a result of a ~~$116.3~~$615.8 million decrease in cash used in acquisitions of businesses partially offset by a ~~$2.6~~$2.1 million increase in capital expenditures.

Net cash used in financing activities increased ~~$64.4~~$308.7 million for the ~~three~~nine months ended ~~September 30, 2022,~~March 31, 2023, when compared to the ~~three~~nine months ended ~~September 30, 2021,~~March 31, 2022, primarily as a result of a ~~$63.9~~$263.1 million increase in repurchases of our common stock and a $52.7 million increase in net ~~repayments~~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.

Critical Accounting Policies

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, 2022.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no material off-balance sheet financing arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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~~$1,200.0 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 ~~three~~nine months ended ~~September 30, 2022~~March 31, 2023 would have fluctuated by approximately ~~$3.0~~$8.3 million.

Approximately ~~3.2%~~2.8% and 3.2% of our total revenues during the ~~three~~nine months ended ~~September 30,~~March 31, 2023 and 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 ~~September 30, 2022,~~March 31, 2023, we held a combination of euros and pounds sterling in the U.K. and the Netherlands equivalent to approximately ~~$48.2~~$70.4 million. This allows us to better utilize our cash resources on behalf of our foreign subsidiaries, thereby mitigating foreign currency conversion risks.

Item 4. Controls and Procedures

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 ~~September 30, 2022.~~

March 31, 2023.

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 ~~September 30, 2022.~~

March 31, 2023.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Al Shimari, et al. v. L-3 Services, Inc. et al.

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, 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, 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.

Item 1A. Risk Factors

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, 2022. There have been no material changes from the risk factors described in that report.

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

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


Period	Total Number of Shares Purchased	Average Price Paid Per Share (1)		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 (2)
January 2023	685,989	$	295.11	685,989	2,035,384
February 2023	—	—		—	2,035,384
March 2023	44,963	282.98		44,963	1,992,440
Total	730,952	$	294.36	730,952

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

July 2022

9,208

$
287.45

1,302,674

197,326

August 2022

—

—

—

—

September 2022

—

$
—

—

—

Total

9,208

1,302,674

(1)Average Price Paid Per Share includes commissions paid.

(2)Number of shares determined based on the closing share price of $296.28 as of March 31, 2023.

Refer to Note 9 – Earnings Per Share for further information on CACI’s share repurchase program.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Incorporated by Reference

Exhibit No.

Description

Filed with this Form 10-Q

Form

Filing Date

Exhibit No.

10.1

LIBOR Transition Amendment, dated as of April 12, 2023, among CACI International Inc and Bank of America, N.A., as administrative agent

31.1

Section 302 Certification John S. Mengucci

31.2

Section 302 Certification Jeffrey D. MacLauchlan

32.1

Section 906 Certification John S. Mengucci

32.2

Section 906 Certification Jeffrey D. MacLauchlan

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

Severance Compensation Agreement with Jeffrey D. MacLauchlan dated October 3, 2022.

8-K

October 3, 2022

10.1

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)

SIGNATURES

~~SIGNATURES~~

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

	Three Months Ended
	September 30,							Three Months Ended March 31,				Nine Months Ended March 31,
	2022			2021				2023		2022		2023		2022
Net income	$	89,125		$	88,109		Net income	$	100,742	$	95,417	$	276,968	$	273,825
Other comprehensive (loss) income:
Other comprehensive income (loss):							Other comprehensive income (loss):
Foreign currency translation adjustment		(17,489	)		(6,762	)	Foreign currency translation adjustment	4,025		(5,087)		3,659		(11,274)
Change in fair value of interest rate swap agreements, net of tax		15,529			2,214		Change in fair value of interest rate swap agreements, net of tax	(10,001)		17,361		4,012		24,999
Other comprehensive loss, net of tax		(1,960	)		(4,548	)
Other comprehensive (loss) income, net of tax							Other comprehensive (loss) income, net of tax	(5,976)		12,274		7,671		13,725
Comprehensive income	$	87,165		$	83,561		Comprehensive income	$	94,766	$	107,691	$	284,639	$	287,550

	Three Months Ended
	September 30,							Nine Months Ended March 31,
	2022			2021				2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES							CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	89,125		$	88,109		Net income	$	276,968	$	273,825
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,103			32,592		Depreciation and amortization	106,255		99,484
Amortization of deferred financing costs		564			576		Amortization of deferred financing costs	1,688		1,712
Loss on extinguishment of debt							Loss on extinguishment of debt	—		891
Non-cash lease expense		17,319			16,960		Non-cash lease expense	52,293		51,449
Stock-based compensation expense		8,439			6,669		Stock-based compensation expense	30,564		23,085
Deferred income taxes		(31,177	)		(4,461	)	Deferred income taxes	(84,794)		2,813
Changes in operating assets and liabilities, net of effect of business acquisitions:							Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net		126,859			108,236		Accounts receivable, net	(80,116)		66,953
Prepaid expenses and other assets		(34,438	)		(24,085	)	Prepaid expenses and other assets	(42,137)		(27,227)
Accounts payable and other accrued expenses		(52,598	)		(16,235	)	Accounts payable and other accrued expenses	62,116		23,056
Accrued compensation and benefits		(31,048	)		(40,521	)	Accrued compensation and benefits	(62,522)		(84,466)
Income taxes payable and receivable		35,514			31,444		Income taxes payable and receivable	28,825		201,112
Operating lease liabilities		(19,903	)		(16,076	)	Operating lease liabilities	(58,667)		(54,575)
Long-term liabilities		1,084			2,745		Long-term liabilities	5,481		14,901
Net cash provided by operating activities		144,843			185,953		Net cash provided by operating activities	235,954		593,013
CASH FLOWS FROM INVESTING ACTIVITIES							CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(12,771	)		(10,203	)	Capital expenditures	(40,844)		(38,742)
Acquisition of businesses, net of cash acquired		—			(116,273	)	Acquisition of businesses, net of cash acquired	—		(615,769)
Other							Other	1,626		923
Net cash used in investing activities		(12,771	)		(126,476	)	Net cash used in investing activities	(39,218)		(653,588)
CASH FLOWS FROM FINANCING ACTIVITIES							CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under bank credit facilities		378,000			548,000		Proceeds from borrowings under bank credit facilities	2,384,000		2,087,095
Principal payments made under bank credit facilities		(483,656	)		(589,730	)	Principal payments made under bank credit facilities	(2,314,969)		(1,965,386)
Payment of financing costs under bank credit facilities							Payment of financing costs under bank credit facilities	—		(6,286)
Proceeds from employee stock purchase plans		2,791			2,911		Proceeds from employee stock purchase plans	7,638		7,398
Repurchases of common stock		(2,647	)		(2,472	)	Repurchases of common stock	(270,449)		(7,301)
Payment of taxes for equity transactions		(584	)		(426	)	Payment of taxes for equity transactions	(14,115)		(14,685)
Net cash used in financing activities		(106,096	)		(41,717	)
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	(207,895)		100,835
Effect of exchange rate changes on cash and cash equivalents		(4,144	)		(1,361	)	Effect of exchange rate changes on cash and cash equivalents	3,144		(3,217)
Net change in cash and cash equivalents		21,832			16,399		Net change in cash and cash equivalents	(8,015)		37,043
Cash and cash equivalents at beginning of period		114,804			88,031		Cash and cash equivalents at beginning of period	114,804		88,031
Cash and cash equivalents at end of period	$	136,636		$	104,430		Cash and cash equivalents at end of period	$	106,789	$	125,074
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION							SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for income taxes	$	20,786		$	518
Cash paid during the period for income taxes, net of refunds							Cash paid during the period for income taxes, net of refunds	$	131,114	$	(146,985)
Cash paid during the period for interest	$	13,485		$	9,383		Cash paid during the period for interest	$	47,941	$	27,298
Non-cash financing and investing activities:							Non-cash financing and investing activities:
Landlord sponsored tenant incentives	$	1,443		$	724		Landlord sponsored tenant incentives	$	3,883	$	2,256
Accrued capital expenditures	$	401		$	227		Accrued capital expenditures	$	4,803	$	952


	Domestic		International		Total
Balance at June 30, 2022	$	3,934,625	$	123,666	$	4,058,291
Goodwill acquired (1)	6,072		—		6,072
Foreign currency translation	(485)		2,382		1,897
Balance at March 31, 2023	$	3,940,212	$	126,048	$	4,066,260

	Domestic			International			Total
Balance at June 30, 2022	$	3,934,625		$	123,666		$	4,058,291
Goodwill acquired (1)		5,742			—			5,742
Foreign currency translation		(1,082	)		(10,173	)		(11,255	)
Balance at September 30, 2022	$	3,939,285		$	113,493		$	4,052,778

☒
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		~~PAGE~~
~~PART I:~~			~~FINANCIAL INFORMATION~~		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 Shareholders’ Equity		7

			Notes to Condensed Consolidated Financial Statements		8

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		14 16

Item 3.			Quantitative and Qualitative Disclosures About Market Risk		19 20

Item 4.			Controls and Procedures		20 21

PART II:			OTHER INFORMATION		22
~~PART II:~~			~~OTHER INFORMATION~~
Item 1.			Legal Proceedings		22
~~Item 1.~~			~~Legal Proceedings~~		21
Item 1A.			Risk Factors		23
~~Item 1A.~~			~~Risk Factors~~		23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			23 24

Item 3.			Defaults Upon Senior Securities		23 24

Item 4.			Mine Safety Disclosures		23 24

Item 5.			Other Information		23 24

Item 6.			Exhibits		24

			Signatures		25

	September 30, 2022							June 30, 2022
	Gross carrying		Accumulated			Net carrying		Gross carrying		Accumulated			Net carrying			March 31, 2023						June 30, 2022
	value		amortization			value		value		amortization			value			Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer contracts and related customer relationships	$	655,342	$	(285,545	)	$	369,797	$	656,353	$	(275,538	)	$	380,815	Customer contracts and related customer relationships	$	656,285	$	(306,224)	$	350,061	$	656,353	$	(275,538)	$	380,815
Acquired technologies		280,029		(88,262	)		191,767		280,196		(79,626	)		200,570	Acquired technologies	277,132		(102,748)		174,384		280,196		(79,626)		200,570
Total intangible assets	$	935,371	$	(373,807	)	$	561,564	$	936,549	$	(355,164	)	$	581,385	Total intangible assets	$	933,417	$	(408,972)	$	524,445	$	936,549	$	(355,164)	$	581,385


	Three Months Ended March 31, 2022						Nine Months Ended March 31, 2022
	Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	889,624	$	—	$	889,624	$	2,672,695	$	—	$	2,672,695
Fixed-price	468,116		35,058		503,174		1,242,601		101,568		1,344,169
Time-and-materials	175,140		16,042		191,182		499,556		44,236		543,792
Total	$	1,532,880	$	51,100	$	1,583,980	$	4,414,852	$	145,804	$	4,560,656

		September 30,			June 30,
Description of Contract Related Balance	Financial Statement Classification	2022			2022			Description of Contract Related Balance	Financial Statement Classification	March 31, 2023		June 30, 2022
Billed and billable receivables	Accounts receivable, net	$	656,253		$	800,597		Billed and billable receivables	Accounts receivable, net	$	865,828	$	800,597
Contract assets – current unbilled receivables	Accounts receivable, net		138,524			125,547		Contract assets – current unbilled receivables	Accounts receivable, net	138,905		125,547
Contract assets – current costs to obtain	Prepaid expenses and other current assets		5,270			5,167		Contract assets – current costs to obtain	Prepaid expenses and other current assets	5,174		5,167
Contract assets – noncurrent unbilled receivables	Accounts receivable, long-term		10,623			10,199		Contract assets – noncurrent unbilled receivables	Accounts receivable, long-term	12,653		10,199
Contract assets – noncurrent costs to obtain	Other long-term assets		10,307			10,703		Contract assets – noncurrent costs to obtain	Other long-term assets	8,853		10,703
Contract liabilities – current deferred revenue and other contract liabilities	Other accrued expenses and current liabilities		(104,519	)		(84,810	)	Contract liabilities – current deferred revenue and other contract liabilities	Other accrued expenses and current liabilities	(108,325)		(84,810)
Contract liabilities – noncurrent deferred revenue and other contract liabilities	Other long-term liabilities		(5,775	)		(7,552	)	Contract liabilities – noncurrent deferred revenue and other contract liabilities	Other long-term liabilities	(5,814)		(7,552)


	As of and for the Nine Months Ended March 31,
	2023		2022
Beginning balance:	$	157,785	$	182,027
Sales of receivables	2,150,891		2,041,215
Cash collections	(2,135,986)		(2,065,575)
Outstanding balance sold to Purchaser: (1)	172,690		157,667
Cash collected, not remitted to Purchaser (2)	(47,680)		(17,491)
Remaining sold receivables	$	125,010	$	140,176

	As of and for the Three Months Ended
	September 30,
	2022			2021
Beginning balance:	$	157,785		$	182,027
Sales of receivables		737,873			690,132
Cash collections		(735,969	)		(678,643	)
Outstanding balance sold to Purchaser: (1)		159,689			193,516
Cash collected, not remitted to Purchaser (2)		(24,550	)		(51,034	)
Remaining sold receivables	$	135,139		$	142,482

			September 30,		June 30,
	Financial Statement	Fair Value	2022		2022
Description of Financial Instrument							Description of Financial Instrument	Financial Statement Classification		Fair Value Hierarchy		March 31, 2023				June 30, 2022
	Classification	Hierarchy	Fair Value								Fair Value
Interest rate swap agreements	Prepaid expenses and other current assets	Level 2	$	1,952	$	337	Interest rate swap agreements		Prepaid expenses and other current assets		Level 2			$	703			$	337
Interest rate swap agreements	Other long-term assets	Level 2	$	38,526	$	19,184	Interest rate swap agreements	Other long-term assets		Level 2		$	27,390			$	19,184
Interest rate swap agreements							Interest rate swap agreements	Other long-term liabilities		Level 2		$	(3,158)			$	—

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
July 2022		9,208	$	287.45		1,302,674		197,326
August 2022		—		—		—		—
September 2022		—	$	—		—		—
Total		9,208				1,302,674

	September 30,		June 30,
	2022		2022			March 31, 2023		June 30, 2022
Materials, purchased parts and supplies	$	62,458	$	57,407	Materials, purchased parts and supplies	$	74,470	$	57,407
Work in process		15,333		28,748	Work in process	20,396		13,207
Finished goods		32,411		13,207	Finished goods	29,515		28,748
Total	$	110,202	$	99,362	Total	$	124,381	$	99,362


	CACI International Inc
			Registrant

Date: ~~October~~April 27, ~~2022~~ 2023	By:	~~By:~~	/s/ John S. Mengucci
			John S. Mengucci
	President,
	Chief Executive Officer and Director
	(Principal Executive Officer)

Date: ~~October~~April 27, ~~2022~~ 2023	By:	~~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: ~~October~~April 27, ~~2022~~ 2023	By:	~~By:~~	/s/ Travis B. Johnson
			Travis B. Johnson
	Senior Vice President, Corporate Controller
	and Chief Accounting Officer
	(Principal Accounting Officer)