CACI International (CACI) 10-Q 2021 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2021

OR

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

For the transition period from          to          

Commission File Number 001-31400

CACI International Inc

(Exact name of registrant as specified in its charter)

Delaware	54-1345888
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12021 Sunset Hills Road, Reston, VA 20190

(Address of principal executive offices)

(703) 841-7800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

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.

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

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 14, 2021, there were 23,550,726 shares outstanding of CACI International Inc’s common stock, par value $0.10 per share.

CACI INTERNATIONAL INC

		PAGE
PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended March 31, 2021 and 2020	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended March 31, 2021 and 2020	4
	Consolidated Balance Sheets (Unaudited) as of March 31, 2021 and June 30, 2020	5
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended March 31, 2021 and 2020	6
	Consolidated Statements of Shareholder’s Equity (Unaudited) for the Three and Nine Months Ended March 31, 2021 and 2020	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II:	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
	Signatures	35

2

PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements

CACI INTERNATIONAL INC

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(amounts in thousands, except per share data)

	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2021		2020		2021		2020
Revenue	$	1,551,918	$	1,465,600	$	4,480,135	$	4,224,461
Operating costs and expenses:
Costs of revenue		1,000,235		953,630		2,887,300		2,737,378
Indirect costs and selling expenses		369,015		371,135		1,071,826		1,081,175
Depreciation and amortization		31,230		27,159		93,608		81,888
Total operating costs and expenses		1,400,480		1,351,924		4,052,734		3,900,441
Income from operations		151,438		113,676		427,401		324,020
Interest expense and other, net		8,954		14,087		28,021		45,612
Income before income taxes		142,484		99,589		399,380		278,408
Income tax expense		22,140		19,012		78,914		50,659
Net income	$	120,344	$	80,577	$	320,466	$	227,749
Basic earnings per share	$	4.83	$	3.21	$	12.81	$	9.11
Diluted earnings per share	$	4.78	$	3.16	$	12.66	$	8.94
Weighted-average basic shares outstanding		24,935		25,078		25,026		25,012
Weighted-average diluted shares outstanding		25,166		25,478		25,307		25,481

See Notes to Unaudited Consolidated Financial Statements

3

CACI INTERNATIONAL INC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(amounts in thousands)

	Three Months Ended					Nine Months Ended
	March 31,					March 31,
	2021		2020			2021		2020
Net income	$	120,344	$	80,577		$	320,466	$	227,749
Other comprehensive income (loss):
Foreign currency translation adjustment		440		(10,570	)		21,946		(4,663	)
Change in fair value of interest rate swap agreements,    net of tax		6,467		(21,173	)		11,363		(22,402	)
Other comprehensive income (loss), net of tax		6,907		(31,743	)		33,309		(27,065	)
Comprehensive income	$	127,251	$	48,834		$	353,775	$	200,684

See Notes to Unaudited Consolidated Financial Statements

4

CACI INTERNATIONAL INC

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(amounts in thousands, except per share data)

	March 31,			June 30,
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	105,591		$	107,236
Accounts receivable, net		860,720			841,227
Prepaid expenses and other current assets		162,374			137,423
Total current assets		1,128,685			1,085,886
Goodwill		3,632,075			3,407,110
Intangible assets, net		493,062			406,885
Property and equipment, net		184,375			170,521
Operating lease right-of-use assets		371,151			330,767
Supplemental retirement savings plan assets		100,429			96,355
Accounts receivable, long-term		11,802			9,629
Other long-term assets		48,836			35,319
Total assets	$	5,970,415		$	5,542,472
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	46,920		$	46,920
Accounts payable		109,695			89,961
Accrued compensation and benefits		382,246			338,760
Other accrued expenses and current liabilities		304,030			293,518
Total current liabilities		842,891			769,159
Long-term debt, net of current portion		1,775,071			1,357,519
Supplemental retirement savings plan obligations, net of current portion		100,629			103,004
Deferred income taxes		216,966			213,096
Operating lease liabilities, noncurrent		377,044			309,680
Other long-term liabilities		138,420			128,704
Total liabilities	$	3,451,021		$	2,881,162
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; 42,672 shares    issued and 23,551 outstanding at March 31, 2021 and 42,525 shares    issued and 25,093 outstanding at June 30, 2020		4,267			4,253
Additional paid-in capital		478,039			573,744
Retained earnings		3,052,110			2,731,644
Accumulated other comprehensive loss		(38,976	)		(72,285	)
Treasury stock, at cost (19,122 and 17,432 shares, respectively)		(976,181	)		(576,181	)
Total CACI shareholders’ equity		2,519,259			2,661,175
Noncontrolling interest		135			135
Total shareholders’ equity		2,519,394			2,661,310
Total liabilities and shareholders’ equity	$	5,970,415		$	5,542,472

See Notes to Unaudited Consolidated Financial Statements

5

CACI INTERNATIONAL INC

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

	Nine Months Ended
	March 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	320,466		$	227,749
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		93,608			81,888
Amortization of deferred financing costs		1,743			1,762
Non-cash lease expense		57,800			54,493
Stock-based compensation expense		23,841			22,204
Deferred income taxes		(585	)		39,527
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net		(18,826	)		36,433
Prepaid expenses and other assets		(27,068	)		(35,461	)
Accounts payable and other accrued expenses		27,933			27,638
Accrued compensation and benefits		41,691			(4,522	)
Income taxes payable and receivable		10,102			(42,383	)
Operating lease liabilities		(55,274	)		(56,240	)
Long-term liabilities		25,085			4,737
Net cash provided by operating activities		500,516			357,825
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(51,273	)		(54,331	)
Cash paid for business acquisitions, net of cash acquired		(355,452	)		(102,437	)
Other		2,744			—
Net cash used in investing activities		(403,981	)		(156,768	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under bank credit facilities		2,478,500			1,438,500
Principal payments made under bank credit facilities		(2,062,690	)		(1,593,690	)
Payment of contingent consideration		—			(8,700	)
Proceeds from employee stock purchase plans		6,840			5,463
Repurchases of common stock		(506,629	)		(5,584	)
Payment of taxes for equity transactions		(19,567	)		(30,616	)
Net cash used in financing activities		(103,546	)		(194,627	)
Effect of exchange rate changes on cash and cash equivalents		5,366			(1,302	)
Net increase (decrease) in cash and cash equivalents		(1,645	)		5,128
Cash and cash equivalents at beginning of period		107,236			72,028
Cash and cash equivalents at end of period	$	105,591		$	77,156
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for income taxes, net of refunds	$	48,855		$	46,895
Cash paid during the period for interest	$	25,405		$	41,151
Non-cash financing and investing activities:
Landlord sponsored tenant improvement	$	15,468		$	1,630
Accrued capital expenditures	$	1,075		$	3,687

See Notes to Unaudited Consolidated Financial Statements

6

CACI INTERNATIONAL INC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(amounts in thousands)

	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, 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	)
Change in fair value of interest rate swap agreements, net		—		—		—			—		11,363			—			—			11,363			—		11,363
Currency translation adjustment		—		—		—			—		21,946			—			—			21,946			—		21,946
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, 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, June 30, 2019		42,314	$	4,231	$	576,277		$	2,410,164	$	(43,156	)		17,434		$	(576,185	)	$	2,371,331		$	135	$	2,371,466
Net income		—		—		—			227,749		—			—			—			227,749			—		227,749
Stock-based compensation expense		—		—		22,204			—		—			—			—			22,204			—		22,204
Tax withholdings on restricted share vestings		204		21		(30,460	)		—		—			—			—			(30,439	)		—		(30,439	)
Change in fair value of interest rate swap agreements, net		—		—		—			—		(22,402	)		—			—			(22,402	)		—		(22,402	)
Currency translation adjustment		—		—		—			—		(4,663	)		—			—			(4,663	)		—		(4,663	)
Repurchases of common stock		—		—		(369	)		—		—			24			(5,215	)		(5,584	)		—		(5,584	)
Treasury stock issued under stock purchase plans		—		—		80			—		—			(26	)		5,219			5,299			—		5,299
BALANCE, March 31, 2020		42,518	$	4,252	$	567,732		$	2,637,913	$	(70,221	)		17,432		$	(576,181	)	$	2,563,495		$	135	$	2,563,630
BALANCE, 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
Net income		—		—		—			120,344		—			—			—			120,344			—		120,344
Stock-based compensation expense		—		—		8,800			—		—			—			—			8,800			—		8,800
Tax withholdings on restricted share vestings		9		1		(905	)		—		—			—			—			(904	)		—		(904	)
Change in fair value of interest rate swap agreements, net		—		—		—			—		6,467			—			—			6,467			—		6,467
Currency translation adjustment		—		—		—			—		440			—			—			440			—		440
Repurchases of common stock		—		—		(100,032	)		—		—			1,699			(402,177	)		(502,209	)		—		(502,209	)
Treasury stock issued under stock purchase plans		—		—		—			—		—			(9	)		2,177			2,177			—		2,177
BALANCE, 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, December 31, 2019		42,505	$	4,250	$	561,521		$	2,557,336	$	(38,478	)		17,434		$	(576,184	)	$	2,508,445		$	135	$	2,508,580
Net income		—		—		—			80,577		—			—			—			80,577			—		80,577
Stock-based compensation expense		—		—		7,705			—		—			—			—			7,705			—		7,705
Tax withholdings on restricted share vestings		13		2		(1,371	)		—		—			—			—			(1,369	)		—		(1,369	)
Change in fair value of interest rate swap agreements, net		—		—		—			—		(21,173	)		—			—			(21,173	)		—		(21,173	)
Currency translation adjustment		—		—		—			—		(10,570	)		—			—			(10,570	)		—		(10,570	)
Repurchases of common stock		—		—		(190	)		—		—			7			(1,798	)		(1,988	)		—		(1,988	)
Treasury stock issued under stock purchase plans		—		—		67			—		—			(9	)		1,801			1,868			—		1,868
BALANCE, March 31, 2020		42,518	$	4,252	$	567,732		$	2,637,913	$	(70,221	)		17,432		$	(576,181	)	$	2,563,495		$	135	$	2,563,630

7

CACI INTERNATIONAL INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying unaudited 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 31, 2021 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 11 and 18.

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, 2020.  The results of operations for the three and nine months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

2. Recent Accounting Pronouncements

Accounting Standards Updates Adopted

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the capitalization requirements for implementation costs incurred in a hosting arrangement that is a service contract with the existing capitalization requirements for implementation costs associated with internal-use software (Subtopic 350-40). The Company adopted this standard on July 1, 2020 using the prospective method. The adoption of this standard did not have a material impact on our operating results, financial position or cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which requires companies to record an allowance for expected credit losses over the contractual term of financial assets, including short-term trade receivables and contract assets, and expands disclosure requirements for credit quality of financial assets. The Company adopted this standard on July 1, 2020 using the modified retrospective method.  The adoption of this standard did not have a material impact on our operating results, financial position or cash flows.

8

3. Acquisition

On August 11, 2020, CACI completed the acquisition of Ascent Vision Technologies (AVT) for a purchase price of approximately $348.8 million.  AVT specializes in Electro-Optical Infrared payloads, On-Board Computer Vision Processing and counter-unmanned aircraft system (C-UAS) solutions.  The Company preliminarily recognized fair values of the assets acquired and liabilities assumed and allocated $211.0 million to goodwill and $133.8 million to intangible assets.  The goodwill of $211.0 million is largely attributable to the assembled workforce of AVT and expected synergies between the Company and AVT.  The intangible assets consist of customer relationships of $65.7 million and technology of $68.1 million.  The fair value attributed to intangible assets is being amortized on an accelerated basis over approximately 20 years for customer relationships and over approximately 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 $319.7 million is deductible for income tax purposes.

4. Intangible Assets

Intangible assets consisted of the following (in thousands):

	March 31,			June 30,
	2021 (1)			2020
Intangible assets:
Customer contracts and related customer relationships	$	602,407		$	570,562
Acquired technologies		198,262			129,925
Other		7			8
Intangible assets		800,676			700,495
Less accumulated amortization:
Customer contracts and related customer relationships		(266,949	)		(271,708	)
Acquired technologies		(40,663	)		(21,900	)
Other		(2	)		(2	)
Less accumulated amortization		(307,614	)		(293,610	)
Total intangible assets, net	$	493,062		$	406,885

(1) During the nine months ended March 31, 2021, the Company removed $37.4 million in fully amortized intangible assets.

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, 2021 is 17.7 years, and the weighted-average remaining period of amortization is 14.4 years.  The weighted-average period of amortization for acquired technologies as of March 31, 2021 is 10.5 years, and the weighted-average remaining period of amortization is 9.0 years.

Expected amortization expense for the remainder of the fiscal year ending June 30, 2021, and for each of the fiscal years thereafter, is as follows (in thousands):

Fiscal year ending June 30,	Amount
2021 (three months)	$	16,889
2022		68,592
2023		65,164
2024		57,812
2025		50,552
Thereafter		234,053
Total intangible assets, net	$	493,062

9

5. Goodwill

The changes in the carrying amount of goodwill for the nine months ended March 31, 2021 are as follows (in thousands):

	Domestic		International			Total
Balance at June 30, 2020	$	3,279,856	$	127,254		$	3,407,110
Goodwill acquired (1)		211,004		(1,478	)		209,526
Foreign currency translation		1,139		14,300			15,439
Balance at March 31, 2021	$	3,491,999	$	140,076		$	3,632,075

(1) Includes goodwill initially allocated to new business combinations as well as measurement period adjustments.

6. Revenue Recognition

We disaggregate our revenue arrangements by contract type, customer, whether we perform on the contract as the prime or subcontractor, and whether the solution provided is primarily expertise or technology as defined herein.  We believe that these categories allow for a better understanding of the nature, amount, timing, and uncertainty of revenue and cash flows arising from our contracts.

Revenue by Contract Type

The Company generated revenue on our cost-plus-fee, fixed-price, and time-and-materials contracts as follows during the three and nine months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended						Nine Months Ended
	March 31, 2021						March 31, 2021
	Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	905,774	$	—	$	905,774	$	2,572,967	$	—	$	2,572,967
Fixed-price		424,580		32,519		457,099		1,245,278		86,456		1,331,734
Time-and-materials		174,683		14,362		189,045		532,039		43,395		575,434
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135

	Three Months Ended						Nine Months Ended
	March 31, 2020						March 31, 2020
	Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	852,700	$	—	$	852,700	$	2,418,891	$	—	$	2,418,891
Fixed-price		376,314		29,422		405,736		1,128,866		83,713		1,212,579
Time-and-materials		190,344		16,820		207,164		550,167		42,824		592,991
Total	$	1,419,358	$	46,242	$	1,465,600	$	4,097,924	$	126,537	$	4,224,461

10

Customer Group

The Company generated revenue from our primary customer groups as follows during the three and nine months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended						Nine Months Ended
	March 31, 2021						March 31, 2021
	Domestic		International		Total		Domestic		International		Total
Department of Defense	$	1,074,056	$	—	$	1,074,056	$	3,091,126	$	—	$	3,091,126
Federal Civilian agencies		405,855		—		405,855		1,186,068		—		1,186,068
Commercial and other		25,126		46,881		72,007		73,090		129,851		202,941
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135

	Three Months Ended						Nine Months Ended
	March 31, 2020						March 31, 2020
	Domestic		International		Total		Domestic		International		Total
Department of Defense	$	1,037,242	$	—	$	1,037,242	$	2,965,263	$	—	$	2,965,263
Federal Civilian agencies		361,320		—		361,320		1,067,342		—		1,067,342
Commercial and other		20,796		46,242		67,038		65,319		126,537		191,856
Total	$	1,419,358	$	46,242	$	1,465,600	$	4,097,924	$	126,537	$	4,224,461

Prime or Subcontractor

The Company generated revenue as either the prime or subcontractor as follows during the three and nine months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended						Nine Months Ended
	March 31, 2021						March 31, 2021
	Domestic		International		Total		Domestic		International		Total
Prime contractor	$	1,358,423	$	43,210	$	1,401,633	$	3,935,661	$	119,835	$	4,055,496
Subcontractor		146,614		3,671		150,285		414,623		10,016		424,639
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135

	Three Months Ended						Nine Months Ended
	March 31, 2020						March 31, 2020
	Domestic		International		Total		Domestic		International		Total
Prime contractor	$	1,298,073	$	42,788	$	1,340,861	$	3,723,024	$	119,597	$	3,842,621
Subcontractor		121,285		3,454		124,739		374,900		6,940		381,840
Total	$	1,419,358	$	46,242	$	1,465,600	$	4,097,924	$	126,537	$	4,224,461

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Expertise or Technology

The Company generated revenue by providing expertise or technology solutions to our customers as follows during the three and nine months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended						Nine Months Ended
	March 31, 2021						March 31, 2021
	Domestic		International		Total		Domestic		International		Total
Expertise	$	745,440	$	18,979	$	764,419	$	2,184,449	$	52,929	$	2,237,378
Technology		759,597		27,902		787,499		2,165,835		76,922		2,242,757
Total	$	1,505,037	$	46,881	$	1,551,918	$	4,350,284	$	129,851	$	4,480,135

	Three Months Ended						Nine Months Ended
	March 31, 2020						March 31, 2020
	Domestic		International		Total		Domestic		International		Total
Expertise	$	744,997	$	18,339	$	763,336	$	2,180,498	$	47,225	$	2,227,723
Technology		674,361		27,903		702,264		1,917,426		79,312		1,996,738
Total	$	1,419,358	$	46,242	$	1,465,600	$	4,097,924	$	126,537	$	4,224,461

Significant Estimates

For many of our fixed price revenue arrangements and for revenue arrangements that have award or incentive fees, the Company uses an estimate at completion (EAC) to measure progress towards the complete satisfaction of its performance obligations.  For these revenue arrangements, revenue is recognized 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 EAC process requires the Company to use professional judgment when assessing risks, estimating contract revenue and costs, estimating variable consideration, and making assumptions for schedule and technical issues.  The Company periodically reassesses its EAC assumptions and updates its estimates as needed.  When estimates of total costs to be incurred on a contract exceed total revenue, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

Based on changes in a contract’s EAC, a cumulative adjustment to revenue will be recorded.  For the three and nine months ended March 31, 2021, we recognized an increase to income before income taxes of $10.7 million ($0.31 per diluted share) and $36.6 million ($1.06 per diluted share), respectively, compared with $8.3 million ($0.24 per diluted share) and $32.1 million ($0.93 per diluted share) for the three and nine months ended March 31, 2020, respectively, from EAC adjustments.  The Company used its statutory tax rate when calculating the impact to diluted earnings per share.

Revenue recognized from previously satisfied performance obligations was $0.7 million and $2.3 million for the three and nine months ended March 31, 2021, respectively, compared with $(0.3) million and $9.9 million for the three and nine months ended March 31, 2020, respectively.  The change in revenue generally relates to final true-up adjustments to our estimated award or incentive fees in the period in which we receive the customer’s final performance score or when we can determine that more objective, contractually-defined criteria have been fully satisfied.  

Remaining Performance Obligations

The Company’s remaining performance obligations balance as of period end represents the expected revenue to be recognized for the satisfaction of remaining performance obligations on our 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 remaining performance obligations balance generally increases with the execution of new contracts and converts into revenue as our 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.  Based on this analysis, an adjustment to the period end balance may be required.  Our remaining performance obligations balance as of March 31, 2021 was $6.7 billion.

The Company expects to recognize approximately 90 percent of our remaining performance obligations balance as revenue over the next twelve months and the remaining 10 percent thereafter.

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7. Accounts Receivable

	March 31,		June 30,
	2021		2020
Billed and billable receivables	$	750,529	$	779,339
Unbilled receivables		110,191		61,888
Total accounts receivable, net – current		860,720		841,227
Unbilled receivables, long-term		11,802		9,629
Total accounts receivable	$	872,522	$	850,856

Accounts receivable are recorded at amounts earned less an allowance for doubtful accounts.  The Company periodically reassesses its allowance for doubtful accounts by analyzing reasonably available information as of the balance sheet date, including the length of time that the receivable has been outstanding, historical bad debts and aging trends, and other general and contract specific factors.  In addition, the Company monitors its exposure to customer credit risk for its financial assets, including its trade receivables and contract balances.

The Company’s allowance for doubtful accounts was $3.1 million and $3.0 million at March 31, 2021 and June 30, 2020, respectively.

8. Contract Balances

Contract assets are primarily comprised of unbilled receivables in which revenue has been recognized but our right to consideration is conditional on factors other than the passage of time.  Contract assets exclude billed and billable receivables.

The incremental costs of obtaining a contract (e.g. sales commissions) are capitalized as an asset when the Company expects to recover them either directly or indirectly through the revenue arrangement’s profit margins.  These capitalized costs are subsequently expensed over the revenue arrangement’s period of performance.  Contract assets are not stated above their net realizable value.

Contract liabilities are primarily comprised of advance payments in which consideration is received in advance of satisfying a performance obligation.  The advance payment is subsequently recognized into revenue as the performance obligation is satisfied.

Net contract assets (liabilities) consisted of the following (in thousands):

		March 31,			June 30,
Description of Contract Related Balance	Financial Statement Classification	2021			2020
Contract assets – current:
Unbilled receivables	Accounts receivable, net	$	110,191		$	61,888
Costs to obtain – short-term	Prepaid expenses and other current assets		4,064			3,492
Contract assets – noncurrent:
Unbilled receivables	Accounts receivable, long-term		11,802			9,629
Costs to obtain – long-term	Other long-term assets		9,546			7,708
Contract liabilities – current:
Deferred revenue and other    contract liabilities – short-term	Other accrued expenses and current    liabilities		(59,323	)		(57,082	)
Contract liabilities – noncurrent:
Deferred revenue and other    contract liabilities – long-term	Other long-term liabilities		(6,543	)		(6,507	)
Net contract assets (liabilities)		$	69,737		$	19,128

During the three and nine months ended March 31, 2021, we recognized $4.2 million and $57.1 million of revenue, respectively, compared with $6.2 million and $44.9 million of revenue for the three and nine months ended March 31, 2020, respectively, that was included in a previously recorded contract liability as of the beginning of the period.

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9. Inventories

Inventories consisted of the following (in thousands):

	March 31,		June 30,
	2021		2020
Materials, purchased parts and supplies	$	50,385	$	36,692
Work in process		11,270		10,867
Finished goods		16,915		17,608
Total	$	78,570	$	65,167

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 and records a provision for damaged, deteriorated, or obsolete inventory based on historical patterns and forecasted sales.

10. Sales of Receivables

On December 24, 2020, the Company amended its Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (the Purchaser), for the sale of certain designated eligible U.S. government receivables.  The amendment extended the term of the MARPA to December 23, 2021.  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 31, 2021.  Proceeds from the sold receivables are reflected in our operating cash flows on the statement of cash flows.

MARPA activity consisted of the following (in thousands):

	As of and for the Nine Months Ended
	March 31,
	2021			2020
Beginning balance:	$	200,000		$	192,527
Sales of receivables		2,048,585			1,750,496
Cash collections		(2,058,725	)		(1,749,524	)
Outstanding balance sold to Purchaser: (1)		189,860			193,499
Cash collected, not remitted to Purchaser (2)		(76,388	)		(55,588	)
Remaining sold receivables	$	113,472		$	137,911

(1) For the nine months ended March 31, 2021 and 2020, the Company recorded a net cash outflow of $10.1 million and a net cash inflow of $1.0 million in its cash flows from operating activities, respectively, from sold receivables.  MARPA cash flows are calculated as the change in the outstanding balance during the fiscal year.

(2) Includes the cash collected on behalf of but not yet remitted to the Purchaser as of March 31, 2021 and 2020.  This balance is included in other accrued expenses and current liabilities as of the balance sheet date.

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11. Long-term Debt 

Long-term debt consisted of the following (in thousands):

	March 31,			June 30,
	2021			2020
Bank credit facility – term loans	$	809,364		$	844,555
Bank credit facility – revolver loans		1,020,000			569,000
Principal amount of long-term debt		1,829,364			1,413,555
Less unamortized discounts and debt issuance costs		(7,373	)		(9,116	)
Total long-term debt		1,821,991			1,404,439
Less current portion		(46,920	)		(46,920	)
Long-term debt, net of current portion	$	1,775,071		$	1,357,519

Bank Credit Facility

The Company has a $2,438.4 million credit facility (the Credit Facility), which consists of an $1,500.0 million revolving credit facility (the Revolving Facility) and a $938.4 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 $1,500.0 million. As of March 31, 2021, the Company had $1,020.0 million outstanding under the Revolving Facility and 0 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 $11.7 million until the balance is due in full on June 30, 2024. As of March 31, 2021, the Company had $809.4 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 leverage ratio.  As of March 31, 2021, 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 1.97 percent.

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 31, 2021, 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, 2021 are as follows (in thousands):

Twelve months ending March 31,
2022	$	46,920
2023		46,920
2024		46,920
2025		1,688,604
Principal amount of long-term debt		1,829,364
Less unamortized discounts and debt issuance costs		(7,373	)
Total long-term debt	$	1,821,991

15

Cash Flow Hedges

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 2026.  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 months ended March 31, 2021 and 2020 is as follows (in thousands):

	Three Months Ended					Nine Months Ended
	March 31,					March 31,
	2021		2020			2021		2020
Gain (loss) recognized in other comprehensive income	$	2,945	$	(21,606	)	$	757	$	(22,245	)
Amounts reclassified to earnings from accumulated other    comprehensive loss		3,522		433			10,606		(157	)
Net current period other comprehensive income (loss)	$	6,467	$	(21,173	)	$	11,363	$	(22,402	)

12. Leases

All of the Company’s leases are operating leases. The current portion of operating lease liabilities is included in other accrued expenses and current liabilities in our consolidated balance sheets. Lease balances in our consolidated balance sheet are as follows (in thousands):

	March 31, 2021		June 30, 2020
Operating lease right-of-use assets	$	371,151	$	330,767
Operating lease liabilities, current		59,357		67,549
Operating lease liabilities, noncurrent		377,044		309,680
	$	436,401	$	377,229

The Company’s total lease cost is recorded primarily within indirect costs and selling expenses and had the following impact on the consolidated statement of operations (in thousands):

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2021			2020			2021			2020
Operating lease cost	$	22,312		$	21,674		$	66,899		$	64,262
Short-term and variable lease cost		3,427			3,850			10,706			10,844
Sublease income		(84	)		(94	)		(296	)		(998	)
Total lease cost	$	25,655		$	25,430		$	77,309		$	74,108

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The Company’s future minimum lease payments under non-cancelable operating leases for the remainder of the fiscal year ending June 30, 2021, and for each of the fiscal years thereafter, are as follows (in thousands):  

Fiscal year ending June 30,
2021 (three months)	$	13,188
2022		77,841
2023		76,895
2024		70,669
2025		62,468
Thereafter		180,313
Total undiscounted lease payments		481,374
Less:  imputed interest		(44,973	)
Total discounted lease liabilities	$	436,401

The weighted-average remaining lease term (in years) and weighted-average discount rate was 6.94 years and 2.78 percent, respectively.

Cash paid for operating leases was $64.6 million for the nine months ended March 31, 2021.  During the nine months ended March 31, 2021 operating lease liabilities arising from obtaining new ROU assets was $97.8 million, which includes all noncash changes arising from new or remeasured operating lease arrangements.

13. Commitments and Contingencies

The Company is involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity.

Government Contracting

Payments to the Company on cost-plus-fee and T&M 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 2019.  We are still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believe our reserves for such are adequate. In the opinion of management, 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 as 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 are identified, discussed and settled.

14. Stock-Based Compensation

For the nine months ended March 31, 2021 and 2020, the Company recognized $23.8 million and $22.2 million of stock-based compensation, respectively, related to restricted stock units (RSUs).  The stock-based compensation was included in indirect costs and selling expenses in the consolidated statements of operations.

Activity related to RSUs during the nine months ended March 31, 2021 is as follows:

	RSUs
Unvested at June 30, 2020		501,923
Granted		197,179
Vested		(236,643	)
Forfeited		(27,534	)
Unvested at March 31, 2021		434,925

As of March 31, 2021, there was $46.0 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 2.7 years.

17

15. Earnings Per Share

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
	March 31,				March 31,
	2021		2020		2021		2020
Net income	$	120,344	$	80,577	$	320,466	$	227,749
Weighted-average number of basic shares outstanding    during the period		24,935		25,078		25,026		25,012
Dilutive effect of RSUs after application of treasury    stock method		231		400		281		469
Weighted-average number of diluted shares outstanding    during the period		25,166		25,478		25,307		25,481
Basic earnings per share	$	4.83	$	3.21	$	12.81	$	9.11
Diluted earnings per share	$	4.78	$	3.16	$	12.66	$	8.94

16. Income Taxes

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’s total liability for unrecognized tax benefits as of March 31, 2021 and June 30, 2020 was $28.9 million and $8.8 million, respectively. During the quarter, the Company recognized an increase in reserves for uncertain tax positions related to an increase in research and development tax credits.  The $28.9 million unrecognized tax benefit at March 31, 2021, if recognized, would positively impact the Company’s effective tax rate.

The Company’s effective tax rate for the three and nine months ended March 31, 2021 and 2020 are reflected below (in thousands):

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2021			2020			2021			2020
Income tax expense	$	22,140		$	19,012		$	78,914		$	50,659
Effective income tax rate		15.5	%		19.1	%		19.8	%		18.2	%

The effective income tax rate was 15.5 percent and 19.8 percent for the three and nine months ended March 31, 2021, respectively, compared with 19.1 percent and 18.2 percent, respectively, for the same periods last year. For the three months ended, the Company’s effective income tax rate was lower in the current period primarily due to an increase in research and development credits for past and current year tax filings. For the nine months ended, the Company’s effective income tax rate was higher in the current period primarily due to a decrease in excess tax benefits related to employee stock-based compensation, partially offset by an increase in research and development credits for past and current year tax filings.

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17. Business Segment Information

The Company reports operating results and financial data in 2 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):

	Domestic Operations		International Operations		Total
Three Months Ended March 31, 2021
Revenue from external customers	$	1,505,037	$	46,881	$	1,551,918
Net income		113,536		6,808		120,344
Three Months Ended March 31, 2020
Revenue from external customers	$	1,419,358	$	46,242	$	1,465,600
Net income		74,885		5,692		80,577
Nine Months Ended March 31, 2021
Revenue from external customers	$	4,350,284	$	129,851	$	4,480,135
Net income		301,594		18,872		320,466
Nine Months Ended March 31, 2020
Revenue from external customers	$	4,097,924	$	126,537	$	4,224,461
Net income		213,780		13,969		227,749

18. Fair Value of Financial Instruments

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 the priority of the inputs used to measure fair value. The inputs used in measuring fair value are categorized into three levels, as follows:

• Level 1 Inputs – unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 Inputs – unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

• Level 3 Inputs – amounts derived from valuation models in which unobservable inputs reflect the reporting entity’s own assumptions about the assumptions of market participants that would be used in pricing the asset or liability.

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and June 30, 2020, and the level they fall within the fair value hierarchy (in thousands):

			March 31,		June 30,
	Financial Statement	Fair Value	2021		2020
Description of Financial Instrument	Classification	Hierarchy	Fair Value
Interest rate swap agreements	Other accrued expenses and    current liabilities	Level 2	$	1,934	$	—
Interest rate swap agreements	Other long-term liabilities	Level 2	$	25,817	$	43,168

Changes in the fair value of the interest rate swap agreements are recorded as a component of accumulated other comprehensive income or loss.

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19. Accelerated Share Repurchase

On March 12, 2021, CACI entered into an accelerated share repurchase agreement (the “ASR Agreement”) with JPMorgan Chase Bank, National Association (JPMorgan).  Under the ASR Agreement, we paid $500.0 million to JPMorgan and received an initial delivery of approximately 1.7 million shares of our common stock, which shares were recorded as a $400.0 million increase to treasury stock.  The final number of shares to be repurchased will be based on the volume-weighted average stock price of our common stock during the term of the agreement, less a discount.  This is evaluated as an unsettled forward contract indexed to our own stock, with $100.0 million classified within stockholders’ equity as additional paid-in-capital. The ASR Agreement is scheduled to settle prior to the end of the second quarter of FY2022.  At final settlement, JPMorgan may be required to deliver additional shares of our common stock to us or, under certain circumstances, we may elect to make a cash payment or deliver shares of our common stock to JPMorgan.

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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 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;

• 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;

• 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;

• 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);

• 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;  

• 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;

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

• 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;

• 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 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.

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Overview

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

• Enterprise – CACI provides capabilities that enable the internal operations of a government agency. This includes business systems, business process reengineering, and enterprise information technology (IT). For example, CACI customizes, implements, and maintains commercial-off-the-shelf (COTS) and custom enterprise resource planning (ERP) systems. This includes financial, human capital, asset and material, and logistics and supply chain management systems. CACI also designs, develops, integrates, deploys and sustains enterprise-wide IT systems in a variety of models. As an Amazon Web Services (AWS) Premier Consulting Partner and Microsoft Cloud Solution Provider for Government, we deliver cloud-powered solutions, performance-based service management, mobility, defensive cyber and network security, end-user services, and infrastructure services.

• Mission – CACI provides capabilities that enable the execution of a government agency’s primary function, or “mission”. For example, we support strategic and tactical Mission customers with capabilities in areas such as command and control, communications, intelligence collection and analysis, signals intelligence (SIGINT), electronic warfare (EW), and cyber operations. CACI develops tools and offerings in an open, software-defined architecture with multi-domain and multi-mission capabilities.

• 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. And for Mission customers, we deliver talent with technical and domain knowledge to support the execution of an agency’s mission.

• Technology – CACI delivers Technology to both Enterprise and Mission customers. For Enterprise customers, Technology includes developing and implementing business systems, enterprise applications, and end-to-end IT systems. We also modernize infrastructure through migration to the cloud and IT or software as-a-service. For Mission customers, Technology includes developing and deploying multi-domain offerings for signals intelligence, electronic warfare, and cyber operations.  We also deliver actionable intelligence through multi-source collection and analysis.  And we generate unique intellectual property through advanced research and development.

Budgetary Environment

We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. On August 2, 2019, the Bipartisan Budget Act of 2019 (BBA 2019) was signed into law. BBA 2019 called for defense spending, including Overseas Contingency Operations (OCO) funds, of $738 billion in government fiscal year (GFY) 2020 and $740.5 billion in GFY 2021. Both represent increases from GFY 2019 levels of $716 billion. On January 1, 2021, the $740 billion National Defense Authorization Act (NDAA) for GFY 2021 became law. While a detailed GFY 2022 budget proposal has not yet been released, the Biden administration has released a top-line proposal for GFY 2022, which proposes aggregate defense spending of $753 billion, up 1.7% from GFY 2021. We believe that bipartisan support remains for continued investment in the areas of defense and national security.

While we view the budget environment as stable 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). 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.

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Impact of COVID-19

As travel restrictions, social distancing advisories, and other requirements began to be implemented in March 2020, we instructed our workforce to begin to work remotely to the extent possible. While a majority of our workforce is able to work remotely, some employees must still travel to client or company facilities in order to work. While CACI employees were deemed part of the ‘critical infrastructure workforce’, ensuring their ability to work despite state travel limitations, our business still experienced some impacts as a result of COVID-19 risk mitigation efforts. For example, in order to reduce personnel concentration and ensure social distancing in classified environments, shift work was implemented, which reduced the number of hours our employees could work and we could bill customers on certain programs. The Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was passed by Congress and signed by the President on March 27, 2020, provided a mechanism to bill hours where our employees are ready and able to work but unable to access required facilities due to COVID-19. This support was subsequently extended through September 30, 2021 as part of the American Rescue Plan Act of 2021, which was signed into law on March 11, 2021. We continue to work with our customers to implement the related provisions of the CARES Act, as well as appropriate risk mitigation efforts and alternative work arrangements.

Market Environment

Across our addressable market, 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 $230 billion. Our addressable market is expected to continue to grow over the next several years. Approximately 70 percent 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 USG budget environment, particularly in defense and intelligence-related areas;

• A shift in focus from readiness toward increased capabilities, effectiveness, and responsiveness;

• Increased USG interest in faster contracting and acquisition processes;

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

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

• Balanced focus on enterprise cost reductions through efficiency, with increased spend on IT infrastructure modernization and enhancements to cyber security protections; and

• Increased investments in advanced technologies (e.g., Artificial Intelligence, 5G).

We believe that our customers' use of lowest price/technically acceptable (LPTA) procurements, which contributed to pricing pressures in prior 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.

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Results of Operations for the Three Months Ended March 31, 2021 and 2020

The following table provides our results of operations:

	Dollar Amount				Percentage of Revenue
	Three Months Ended				Three Months Ended
	March 31,				March 31,						Change
(dollars in thousands)	2021		2020		2021			2020			$			%
Revenue	$	1,551,918	$	1,465,600		100.0	%		100.0	%	$	86,318			5.9	%
Operating costs and expenses:
Costs of revenue		1,000,235		953,630		64.4			65.1			46,605			4.9
Indirect costs and selling expenses		369,015		371,135		23.8			25.2			(2,120	)		(0.6	)
Depreciation and amortization		31,230		27,159		2.0			1.9			4,071			15.0
Total operating costs and expenses		1,400,480		1,351,924		90.2			92.2			48,556			3.6
Income from operations		151,438		113,676		9.8			7.8			37,762			33.2
Interest expense and other, net		8,954		14,087		0.6			1.0			(5,133	)		(36.4	)
Income before income taxes		142,484		99,589		9.2			6.8			42,895			43.1
Income tax expense		22,140		19,012		1.4			1.3			3,128			16.5
Net income	$	120,344	$	80,577		7.8	%		5.5	%	$	39,767			49.4	%

Revenue.  For the three months ended March 31, 2021, total revenue was $1.6 billion, 5.9 percent greater than last year with 5.3 percent from organic growth.  The remaining growth in revenue was attributable to acquired revenues.  Out of our primary customer groups, Department of Defense and Federal Civilian revenue increased by $36.8 million (2.8 percent organic) and $44.5 million (12.3 percent organic), respectively, compared with the same period a year ago.

The following table summarizes revenue by customer type with related percentages of revenue for the three months ended March 31, 2021 and 2020, respectively:

	Dollar Amount				Percentage of Revenue
	Three Months Ended				Three Months Ended
	March 31,				March 31,						Change
(dollars in thousands)	2021		2020		2021			2020			$		%
Department of Defense	$	1,074,056	$	1,037,242		69.2	%		70.7	%	$	36,814		3.5	%
Federal Civilian Agencies		405,855		361,320		26.2			24.7			44,535		12.3
Commercial and other		72,007		67,038		4.6			4.6			4,969		7.4
Total	$	1,551,918	$	1,465,600		100.0	%		100.0	%	$	86,318		5.9	%

• DoD revenue includes services and products provided to the U.S. Army, our single largest customer, where our services focus on supporting readiness, tactical military intelligence, and communications systems.  DoD revenue also includes contracts with the U.S. Navy and other DoD agencies.

• Federal civilian agencies’ revenue primarily includes services and products provided to non-DoD agencies and departments of the U.S. federal government, including intelligence agencies and Departments of Justice, Agriculture, Health and Human Services, and State.  

• Commercial and other revenue primarily includes services and products provided to U.S. state and local governments, commercial customers, and certain foreign governments and agencies through our International reportable segment.

Costs of Revenue.  For the three months ended March 31, 2021, costs of revenue increased $46.6 million or 4.9 percent, compared with the same period a year ago.  The increase is primarily related to direct and subcontractor labor costs from organic growth on existing programs and acquired contracts and higher other direct costs against our revenue arrangements, partially offset by a reduction in travel related expenses.  As a percentage of revenue, costs of revenue were 64.4 percent and 65.1 percent for the three months ended March 31, 2021 and 2020, respectively.  The improvement in margins against the comparative period is primarily due to strong program performance and our ability to deliver on certain fixed-price contracts with less costs than originally estimated. In addition, the Company’s margins increased from a higher percentage of Technology revenue as compared against the prior period.

Indirect Costs and Selling Expenses.  For the three months ended March 31, 2021, indirect costs and selling expenses decreased $2.1 million or 0.6 percent, compared with the same period a year ago.  The decrease is primarily related to reduced labor-related expenses, including lower incentive compensation expense and fringe benefits, and reduced indirect travel, partially offset by increases in bid and proposal (B&P) costs and other professional services.

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Depreciation and Amortization.  For the three months ended March 31, 2021, depreciation and amortization expense increased $4.1 million or 15.0 percent, compared with the same period a year ago.  The increase is primarily attributable to intangible amortization from recent acquisitions and increased depreciation from the Company’s higher average property and equipment balances.

Interest Expense and Other, Net.  For the three months ended March 31, 2021, interest expense and other, net decreased $5.1 million or 36.4 percent, compared with the same period a year ago.  The decrease in interest expense is primarily attributable to lower average outstanding debt balances on the Company’s Credit Facility and lower interest rates.

Income Tax Expense.  For the three months ended March 31, 2021, the effective income tax rate was 15.5 percent compared to 19.1 percent for the same period a year ago. The decrease in the effective income tax rate in the current period was primarily due to an increase in research and development credits for past and current year tax filings.

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Results of Operations for the Nine Months Ended March 31, 2021 and 2020

The following table provides our results of operations:

	Dollar Amount				Percentage of Revenue
	Nine Months Ended				Nine Months Ended
	March 31,				March 31,						Change
(dollars in thousands)	2021		2020		2021			2020			$			%
Revenue	$	4,480,135	$	4,224,461		100.0	%		100.0	%	$	255,674			6.1	%
Operating costs and expenses:
Costs of revenue		2,887,300		2,737,378		64.5			64.8			149,922			5.5
Indirect costs and selling expenses		1,071,826		1,081,175		23.9			25.6			(9,349	)		(0.9	)
Depreciation and amortization		93,608		81,888		2.1			1.9			11,720			14.3
Total operating costs and expenses		4,052,734		3,900,441		90.5			92.3			152,293			3.9
Income from operations		427,401		324,020		9.5			7.7			103,381			31.9
Interest expense and other, net		28,021		45,612		0.6			1.1			(17,591	)		(38.6	)
Income before income taxes		399,380		278,408		8.9			6.6			120,972			43.5
Income tax expense		78,914		50,659		1.7			1.2			28,255			55.8
Net income	$	320,466	$	227,749		7.2	%		5.4	%	$	92,717			40.7	%

Revenue.  For the nine months ended March 31, 2021, total revenue was $4.5 billion, 6.1 percent greater than last year with 5.2 percent from organic growth.  The remaining growth in revenue was attributable to acquired revenues.  Out of our primary customer groups, Department of Defense and Federal Civilian revenue increased by $125.9 million (3.3 percent organic) and $118.7 million (11.0 percent organic), respectively, compared with the same period a year ago.

The following table summarizes revenue by customer type with related percentages of revenue for the nine months ended March 31, 2021 and 2020, respectively:

	Dollar Amount				Percentage of Revenue
	Nine Months Ended				Nine Months Ended
	March 31,				March 31,						Change
(dollars in thousands)	2021		2020		2021			2020			$		%
Department of Defense	$	3,091,126	$	2,965,263		69.0	%		70.2	%	$	125,863		4.2	%
Federal Civilian Agencies		1,186,068		1,067,342		26.5			25.3			118,726		11.1
Commercial and other		202,941		191,856		4.5			4.5			11,085		5.8
Total	$	4,480,135	$	4,224,461		100.0	%		100.0	%	$	255,674		6.1	%

• DoD revenue includes services and products provided to the U.S. Army, our single largest customer, where our services focus on supporting readiness, tactical military intelligence, and communications systems.  DoD revenue also includes contracts with the U.S. Navy and other DoD agencies.

• Federal civilian agencies’ revenue primarily includes services and products provided to non-DoD agencies and departments of the U.S. federal government, including intelligence agencies and Departments of Justice, Agriculture, Health and Human Services, and State.  

• Commercial and other revenue primarily includes services and products provided to U.S. state and local governments, commercial customers, and certain foreign governments and agencies through our International reportable segment.

Costs of Revenue.  For the nine months ended March 31, 2021, costs of revenue increased $149.9 million or 5.5 percent, compared with the same period a year ago.  The increase is primarily related to direct and subcontractor labor costs from organic growth on existing programs and acquired contracts and higher other direct costs against our revenue arrangements, partially offset by a reduction in travel related expenses.  As a percentage of revenue, costs of revenue were 64.5 percent and 64.8 percent for the nine months ended March 31, 2021 and 2020, respectively.  The improvement in margins against the comparative period is primarily due to strong program performance and our ability to deliver on certain fixed-price contracts with less costs than originally estimated.  In addition, the Company’s margins increased from a higher percentage of Technology revenue as compared against the prior period.

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Indirect Costs and Selling Expenses.  For the nine months ended March 31, 2021, indirect costs and selling expenses decreased $9.3 million or 0.9 percent, compared with the same period a year ago.  The decrease is primarily related to reduced B&P costs, indirect travel, and incentive compensation, partially offset by increased indirect labor and other professional services.

Depreciation and Amortization.  For the nine months ended March 31, 2021, depreciation and amortization expense increased $11.7 million or 14.3 percent, compared with the same period a year ago.  The increase is primarily attributable to intangible amortization from recent acquisitions and increased depreciation from the Company’s higher average property and equipment balances.

Interest Expense and Other, Net.  For the nine months ended March 31, 2021, interest expense and other, net decreased $17.6 million or 38.6 percent, compared with the same period a year ago.  The decrease in interest expense is primarily attributable to lower average outstanding debt balances on the Company’s Credit Facility and lower interest rates.  

Income Tax Expense.  For the nine months ended March 31, 2021, the effective income tax rate was 19.8 percent compared to 18.2 percent for the same period a year ago.  The increase in the effective income tax rate in the current period was primarily due to a decrease in excess tax benefits related to employee stock-based compensation, partially offset by an increase in research and development credits for past and current year tax filings.

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Contract Backlog

The Company’s backlog represents total value on our existing contracts that has the potential to be recognized into revenue as work is performed.  The Company includes unexercised option years in its backlog amount and excludes task orders that may be issued underneath a multiple award IDIQ vehicle until such task orders are issued.  

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

• Funded backlog represents contract value appropriated by a customer that is expected to be recognized into revenue.

• Unfunded backlog represents the sum of unappropriated contract value on executed contracts and unexercised option years that is expected to be recognized into revenue.  

As of March 31, 2021, the Company had total backlog of $22.3 billion, compared with $19.9 billion a year ago, an increase of 12.3 percent.  Contract awards were $1.6 billion for the three months ended March 31, 2021.  Funded backlog as of March 31, 2021 was $3.0 billion, compared with $2.96 billion a year ago, an increase of 1.3 percent.  The total backlog consists of remaining performance obligations (see Note 6) plus unexercised options.  

There is no assurance that all funded or potential contract value will result in revenue being recognized.  The Company continues to monitor our backlog as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, or early terminations.  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 10) and available borrowings under our Credit Facility (as defined in Note 11) described below.

The Company has a $2,438.4 million Credit Facility, which consists of an $1,500.0 million Revolving Facility and a $938.4 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 31, 2021, we had $1,020.0 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 $11.7 million until the balance is due in full on June 30, 2024.  As of March 31, 2021, $809.4 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 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.

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

	Nine Months Ended
	March 31,
	2021			2020
Net cash provided by operating activities	$	500,516		$	357,825
Net cash used in investing activities		(403,981	)		(156,768	)
Net cash used in financing activities		(103,546	)		(194,627	)
Effect of exchange rate changes on cash and cash equivalents		5,366			(1,302	)
Net increase (decrease) in cash and cash equivalents	$	(1,645	)	$	5,128

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Our operating cash flow was $500.5 million for the nine months ended March 31, 2021.  This represents an increase of $142.7 million or 39.9 percent, from our operating cash flows of $357.8 million for the nine months ended March 31, 2020.  The year-over-year increase primarily relates to increases of $92.7 million in FY2021 net income, $52.5 million related to deferrals of employer related social security taxes under the CARES Act, and $8.6 million of other net favorable working capital changes, partially offset by $11.1 million decrease in net cash received from the Company's MARPA.

Cash used in investing activities was $404.0 million and $156.8 million during the nine months ended March 31, 2021 and 2020, respectively.  During the nine months ended March 31, 2021, we paid $355.5 million for business acquisitions, as compared to $102.4 million during the same period a year ago.  Capital expenditures of $51.3 million and $54.3 million during the first nine months of FY2021 and FY2020, respectively, accounted for the remaining funds used in investing activities.

Cash used in financing activities was $103.5 million and $194.6 million during the nine months ended March 31, 2021 and 2020, respectively.  During the nine months ended March 31, 2021, we had net borrowings under our Credit Facility of $415.8 million compared to net repayments of $155.2 million during the same period a year ago.  During FY2021, our net borrowings were primarily used to finance the $500.0 million repurchase of our common stock.  During the nine months ended March 31, 2021 and March 31, 2020, we also used cash of $19.6 million and $30.6 million, respectively, to pay taxes on equity transactions.

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.  We may in the future 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, 2020.

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 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 months ended March 31, 2021 would have fluctuated by approximately $4.9 million.

Approximately 2.9 percent and 3.0 percent of our total revenue in nine months ended March 31, 2021 and 2020, respectively, was 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 31, 2021, we held a combination of euros and pounds sterling in the U.K. and the Netherlands equivalent to approximately $57.3 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.

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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 31, 2021.

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 31, 2021.

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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, 2020 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 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.

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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.

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, 2020 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.

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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, 2020. 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			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 2021		9,190	$	240.31			1,248,072		251,928
February 2021		—		—			—		—
March 2021 (1)		1,689,831		(1	)		1,689,831		(1	)
Total		1,699,021					2,937,903

(1) On March 12, 2021, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with JPMorgan.  Pursuant to the ASR Agreement, during the quarter ended March 31, 2021, we made an upfront payment of $500.0 million and received an initial delivery of 1.7 million shares of our common stock which became treasury shares. The final number of shares to be repurchased and the average purchase price will be determined at the end of the applicable purchase period, which will occur will prior to the end of the second quarter of FY2022. See Note 19.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None

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Item 6.  Exhibits

			Incorporated by Reference
Exhibit No.	Description	Filed with this Form 10-Q	Form	Filing Date	Exhibit No.
10.1	Master Confirmation by and between CACI International Inc and JPMorgan Chase Bank dated March 12, 2021	X
10.2	Supplemental Confirmation by and between CACI International Inc and JPMorgan Chase Bank dated March 12, 2021	X
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)

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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.

	CACI International Inc
	Registrant
Date:  April 22, 2021	By:	/s/ John S. Mengucci
		John S. Mengucci
		President,
		Chief Executive Officer and Director
		(Principal Executive Officer)
Date:  April 22, 2021	By:	/s/ Thomas A. Mutryn
		Thomas A. Mutryn
		Executive Vice President,
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)
Date:  April 22, 2021	By:	/s/ Christopher A. Voci
		Christopher A. Voci
		Senior Vice President, Corporate Controller
		and Chief Accounting Officer
		(Principal Accounting Officer)

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