caci-20241231

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

(Mark One)


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

For the quarterly period ended December 31, 2024


o			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 x No o

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 x No o

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. o

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

As of January 13, 2025, there were 22,419,739 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 (Unaudited)

	Condensed Consolidated Statements of Operations	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Cash Flows	6

	Condensed Consolidated Statements of Shareholders’ Equity	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

PART II:	OTHER INFORMATION	23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

	Signatures	27

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Revenues	$	2,099,809	$	1,833,934	$	4,156,698	$	3,684,081
Costs of revenues:
Direct costs	1,402,225		1,255,251		2,816,649		2,528,169
Indirect costs and selling expenses	466,661		409,355		894,607		813,988
Depreciation and amortization	49,625		36,023		84,303		71,270
Total costs of revenues	1,918,511		1,700,629		3,795,559		3,413,427
Income from operations	181,298		133,305		361,139		270,654
Interest expense and other, net	44,066		27,519		68,036		53,090
Income before income taxes	137,232		105,786		293,103		217,564
Income taxes	27,294		21,916		62,988		47,647
Net income	$	109,938	$	83,870	$	230,115	$	169,917
Basic earnings per share	$	4.90	$	3.76	$	10.29	$	7.56
Diluted earnings per share	$	4.88	$	3.74	$	10.21	$	7.50
Weighted-average basic shares outstanding	22,414		22,282		22,359		22,464
Weighted-average diluted shares outstanding	22,534		22,407		22,537		22,650

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Net income	$	109,938	$	83,870	$	230,115	$	169,917
Other comprehensive income (loss):
Foreign currency translation adjustment	(21,606)		11,446		(5,436)		2,245
Change in fair value of interest rate swap agreements, net of tax	8,462		(19,222)		(9,214)		(13,790)
Total other comprehensive loss, net of tax	(13,144)		(7,776)		(14,650)		(11,545)
Comprehensive income	$	96,794	$	76,094	$	215,465	$	158,372

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	December 31, 2024		June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	175,707	$	133,961
Accounts receivable, net	1,200,683		1,031,311
Prepaid expenses and other current assets	257,005		209,257
Total current assets	1,633,395		1,374,529
Goodwill	4,913,099		4,154,844
Intangible assets, net	1,168,205		474,354
Property, plant and equipment, net	205,597		195,443
Operating lease right-of-use assets	340,729		305,637
Supplemental retirement savings plan assets	99,461		99,339
Accounts receivable, long-term	15,065		13,311
Other long-term assets	172,948		178,644
Total assets	$	8,548,499	$	6,796,101
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	68,750	$	61,250
Accounts payable	243,356		287,142
Accrued compensation and benefits	244,789		316,514
Other accrued expenses and current liabilities	514,582		413,354
Total current liabilities	1,071,477		1,078,260
Long-term debt, net of current portion	2,989,750		1,481,387
Supplemental retirement savings plan obligations, net of current portion	114,186		111,208
Deferred income taxes	156,128		169,808
Operating lease liabilities, noncurrent	379,780		325,046
Other long-term liabilities	108,805		112,185
Total liabilities	$	4,820,126	$	3,277,894
COMMITMENTS AND CONTINGENCIES (NOTE 9)
Shareholders’ equity:
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or outstanding	$	—	$	—
Common stock $0.10 par value, 80,000 shares authorized; 43,159 shares issued and 22,420 outstanding at December 31, 2024 and 43,042 shares issued and 22,301 outstanding at June 30, 2024	4,316		4,304
Additional paid-in capital	625,878		631,191
Retained earnings	4,590,655		4,360,540
Accumulated other comprehensive loss	(27,172)		(12,522)
Treasury stock, at cost (20,739 and 20,740 shares, respectively)	(1,465,304)		(1,465,306)


Total shareholders’ equity	3,728,373		3,518,207
Total liabilities and shareholders’ equity	$	8,548,499	$	6,796,101

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended December 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	230,115	$	169,917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	84,303		71,270
Amortization of deferred financing costs	1,291		1,095


Stock-based compensation expense	31,343		22,949
Deferred income taxes	(13,352)		(25,770)
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net	(51,731)		(50,642)
Prepaid expenses and other assets	(12,995)		(28,703)
Accounts payable and other accrued expenses	(27,907)		90,769
Accrued compensation and benefits	(86,261)		(124,640)
Income taxes payable and receivable	5,077		2,879

Operating lease liabilities and assets, net	(572)		(4,371)
Long-term liabilities	1,392		17,099
Net cash provided by operating activities	160,703		141,852
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(21,400)		(29,410)
Acquisitions of businesses, net of cash acquired	(1,569,388)		(10,869)
Other	2,410		1,974
Net cash used in investing activities	(1,588,378)		(38,305)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under bank credit facilities	4,347,000		1,531,500
Principal payments made under bank credit facilities	(2,824,148)		(1,454,313)
Payment of financing costs under bank credit facilities	(9,803)		—
Proceeds from employee stock purchase plans	6,415		5,848
Repurchases of common stock	(10,352)		(155,765)
Payment of taxes for equity transactions	(35,797)		(18,061)
Net cash provided by (used in) financing activities	1,473,315		(90,791)
Effect of exchange rate changes on cash and cash equivalents	(3,894)		319
Net change in cash and cash equivalents	41,746		13,075
Cash and cash equivalents, beginning of period	133,961		115,776
Cash and cash equivalents, end of period	$	175,707	$	128,851
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for income taxes, net of refunds	$	65,464	$	60,381
Cash paid during the period for interest	$	54,139	$	46,986
Non-cash financing and investing activities:

Accrued capital expenditures	$	2,419	$	1,769
Landlord sponsored tenant incentives	$	5,864	$	2,693

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders’ Equity
	Shares	Amount								Shares	Amount
Balance at September 30, 2024	43,045	$	4,305	$	645,917	$	4,480,717	$	(14,028)	20,740	$	(1,465,305)	$	3,651,606
Net income	—	—		—		109,938		—		—	—		109,938
Stock-based compensation expense	—	—		15,952		—		—		—	—		15,952
Tax withholdings on restricted share vestings	114	11		(35,761)		—		—		—	—		(35,750)
Other comprehensive loss, net of tax	—	—		—		—		(13,144)		—	—		(13,144)
Repurchases of common stock	—	—		(227)		—		—		7	(3,317)		(3,544)
Treasury stock issued under stock purchase plans	—	—		(3)		—		—		(8)	3,318		3,315
Balance at December 31, 2024	43,159	$	4,316	$	625,878	$	4,590,655	$	(27,172)	20,739	$	(1,465,304)	$	3,728,373

Balance at September 30, 2023	42,929	$	4,293	$	594,885	$	4,026,663	$	(8,685)	20,703	$	(1,453,123)	$	3,164,033
Net income	—	—		—		83,870		—		—	—		83,870
Stock-based compensation expense	—	—		12,925		—		—		—	—		12,925
Tax withholdings on restricted share vestings	98	10		(17,341)		—		—		—	—		(17,331)
Other comprehensive loss, net of tax	—	—		—		—		(7,776)		—	—		(7,776)
Repurchases of common stock	—	—		12,144		—		—		48	(14,932)		(2,788)
Treasury stock issued under stock purchase plans	—	—		—		—		—		(9)	2,691		2,691
Balance at December 31, 2023	43,027	$	4,303	$	602,613	$	4,110,533	$	(16,461)	20,742	$	(1,465,364)	$	3,235,624

Balance at June 30, 2024	43,042	$	4,304	$	631,191	$	4,360,540	$	(12,522)	20,740	$	(1,465,306)	$	3,518,207
Net income	—	—		—		230,115		—		—	—		230,115
Stock-based compensation expense	—	—		31,343		—		—		—	—		31,343
Tax withholdings on restricted share vestings	117	12		(36,328)		—		—		—	—		(36,316)
Other comprehensive loss, net of tax	—	—		—		—		(14,650)		—	—		(14,650)
Repurchases of common stock	—	—		(371)		—		—		15	(6,415)		(6,786)
Treasury stock issued under stock purchase plans	—	—		43		—		—		(16)	6,417		6,460
Balance at December 31, 2024	43,159	$	4,316	$	625,878	$	4,590,655	$	(27,172)	20,739	$	(1,465,304)	$	3,728,373

Balance at June 30, 2023	42,923	$	4,292	$	546,334	$	3,940,616	$	(4,916)	20,126	$	(1,261,992)	$	3,224,334
Net income	—	—		—		169,917		—		—	—		169,917
Stock-based compensation expense	—	—		22,949		—		—		—	—		22,949
Tax withholdings on restricted share vestings	104	11		(17,939)		—		—		—	—		(17,928)
Other comprehensive loss, net of tax	—	—		—		—		(11,545)		—	—		(11,545)
Repurchases of common stock	—	—		51,231		—		—		633	(208,676)		(157,445)
Treasury stock issued under stock purchase plans	—	—		38		—		—		(17)	5,304		5,342
Balance at December 31, 2023	43,027	$	4,303	$	602,613	$	4,110,533	$	(16,461)	20,742	$	(1,465,364)	$	3,235,624

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Basis of Presentation

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

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 December 31, 2024 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.

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, 2024. The results of operations for the three and six months ended December 31, 2024 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

Note 2 – Recent Accounting Pronouncements

Accounting Standards Updates Issued but Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses and other segment items in annual and interim periods. The ASU will be effective beginning with our annual fiscal 2025 financial statements, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impacts of the new standard on our segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU will be effective beginning with our annual fiscal 2026 financial statements, and should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impacts of the new standard on our income tax disclosures.

Accounting Standards Updates Adopted

There have been no recently adopted accounting pronouncements that are material to the Company's consolidated financial statements.

Note 3 – Acquisitions

Applied Insight

On October 1, 2024, CACI acquired all of the equity interests of AI Corporate Holdings, Inc. and Applied Insight Holdings, LLC (Applied Insight) for purchase consideration of approximately $314.2 million, net of cash acquired, subject to adjustments for working capital and certain other items. Applied Insight delivers proven cloud migration, adoption, and transformation capabilities, coupled with intimate customer relationships across the Department of Defense (DoD) and intelligence communities. The Company preliminarily recognized fair values of the assets acquired and liabilities assumed and allocated $217.5 million to goodwill and $95.2 million to intangible assets. At December 31, 2024, the Company had not finalized the determination of fair values allocated to assets and liabilities. The intangible assets consist of customer relationships of $84.3 million and technology of $10.9 million, which will amortize over eight and five years, respectively. The goodwill is primarily associated with future customer relationships and an acquired assembled work force. Of the value attributed to goodwill and intangible assets, approximately $248.6 million is deductible for income tax purposes. The Company funded the acquisition with cash on hand and borrowings under its revolving credit facility.

Azure Summit Technology

On October 30, 2024, CACI acquired all of the equity interests of Azure Summit Technology, LLC (Azure Summit) for purchase consideration of approximately $1,310.2 million, net of cash acquired, subject to adjustments for working capital and certain other items. Azure Summit advances DoD mission outcomes with its portfolio of high-performance radio frequency technology and engineering talent focused on the electromagnetic spectrum. The Company funded the acquisition with the net proceeds from the new senior secured Term Loan B facility (see “Note 8 – Debt”), borrowings under the revolving credit facility and cash on hand to finance the acquisition.

The purchase price was allocated, on a preliminary basis, among assets acquired and liabilities assumed at fair value on the acquisition date, October 30, 2024, based on the best available information, with the excess purchase price recorded as goodwill. As of December 31, 2024, the Company has not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, accounts receivables, prepaid expenses and other current assets, intangible assets, accounts payable, accrued compensation and benefits, and goodwill. The allocation of the purchase price is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date. The preliminary allocation of the total estimated purchase consideration is as follows:


Accounts receivable, net	$	91,891
Prepaid expenses and other current assets	31,554
Goodwill	543,579
Intangible assets, net	649,500
Property, plant and equipment, net	16,349
Operating lease right-of-use assets	9,607

Other long-term assets	211
Accounts payable	(16,010)
Accrued compensation and benefits	(3,855)
Other accrued expenses and current liabilities	(4,573)

Operating lease liabilities, noncurrent	(8,062)

Total estimated consideration	$	1,310,191

The goodwill is primarily associated with future customer relationships and an acquired assembled work force. All of the goodwill recognized is tax deductible.

The estimated fair value attributed to intangible assets of $649.5 million consists of customer relationships of $270.5 million and technology of $379.0 million. The fair value attributed to intangible assets is being amortized over 10 to 20 years for customer intangibles and over 20 to 25 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.

From the October 30, 2024 acquisition date through December 31, 2024, Azure Summit generated $59.9 million of revenues and $10.2 million of net income recognized within the Domestic reportable segment. Azure Summit's net income includes the impact of $9.4 million of intangible amortization from the acquisition date through December 31, 2024. Pro forma results of operations for this acquisition are not presented because the acquisition is not material to the Company's consolidated results of operations.

For the six months ended December 31, 2024, total acquisition-related costs of $13.3 million were reported in indirect costs and expenses.

Note 4 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the six months ended December 31, 2024 are as follows (in thousands):


	Domestic		International		Total
Balance at June 30, 2024	$	3,974,823	$	180,021	$	4,154,844
Goodwill acquired (1)	761,044		74		761,118
Foreign currency translation	(1,167)		(1,696)		(2,863)
Balance at December 31, 2024	$	4,734,700	$	178,399	$	4,913,099

__________________________________________________

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

There were no impairments of goodwill during the periods presented.

Intangible Assets

Intangible assets consisted of the following (in thousands):


	December 31, 2024						June 30, 2024
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer contracts and related customer relationships	$	1,050,138	$	(383,738)	$	666,400	$	695,944	$	(353,159)	$	342,785
Acquired technologies	661,171		(159,366)		501,805		271,285		(139,716)		131,569
Total intangible assets	$	1,711,309	$	(543,104)	$	1,168,205	$	967,229	$	(492,875)	$	474,354

Amortization expense related to intangible assets was $32.4 million and $50.4 million for the three and six months ended December 31, 2024, respectively, and $18.4 million and $36.8 million for the three and six months ended December 31, 2023, respectively.

Note 5 – Revenues and Contract Balances

Disaggregation of Revenues

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

Disaggregated revenues by contract type were as follows (in thousands):


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	1,240,213	$	—	$	1,240,213	$	2,520,223	$	—	$	2,520,223
Fixed-price	564,784		38,075		602,859		1,004,024		74,091		1,078,115
Time-and-materials	234,159		22,578		256,737		511,230		47,130		558,360
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698


	Three Months Ended December 31, 2023						Six Months Ended December 31, 2023
	Domestic		International		Total		Domestic		International		Total
Cost-plus-fee	$	1,102,474	$	—	$	1,102,474	$	2,236,909	$	—	$	2,236,909
Fixed-price	485,086		34,458		519,544		952,302		69,319		1,021,621
Time-and-materials	192,448		19,468		211,916		385,965		39,586		425,551
Total	$	1,780,008	$	53,926	$	1,833,934	$	3,575,176	$	108,905	$	3,684,081

Disaggregated revenues by customer type were as follows (in thousands):


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Department of Defense	$	1,578,733	$	—	$	1,578,733	$	3,113,266	$	—	$	3,113,266
Federal civilian agencies	433,691		—		433,691		873,062		—		873,062
Commercial and other	26,732		60,653		87,385		49,149		121,221		170,370
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698


	Three Months Ended December 31, 2023						Six Months Ended December 31, 2023
	Domestic		International		Total		Domestic		International		Total
Department of Defense	$	1,358,509	$	—	$	1,358,509	$	2,710,815	$	—	$	2,710,815
Federal civilian agencies	389,942		—		389,942		797,286		—		797,286
Commercial and other	31,557		53,926		85,483		67,075		108,905		175,980
Total	$	1,780,008	$	53,926	$	1,833,934	$	3,575,176	$	108,905	$	3,684,081

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


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Prime contractor	$	1,808,106	$	53,992	$	1,862,098	$	3,634,869	$	107,648	$	3,742,517
Subcontractor	231,050		6,661		237,711		400,608		13,573		414,181
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698


	Three Months Ended December 31, 2023						Six Months Ended December 31, 2023
	Domestic		International		Total		Domestic		International		Total
Prime contractor	$	1,588,589	$	47,788	$	1,636,377	$	3,189,680	$	96,059	$	3,285,739
Subcontractor	191,419		6,138		197,557		385,496		12,846		398,342
Total	$	1,780,008	$	53,926	$	1,833,934	$	3,575,176	$	108,905	$	3,684,081

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


	Three Months Ended December 31, 2024						Six Months Ended December 31, 2024
	Domestic		International		Total		Domestic		International		Total
Expertise	$	895,890	$	30,010	$	925,900	$	1,852,386	$	61,779	$	1,914,165
Technology	1,143,266		30,643		1,173,909		2,183,091		59,442		2,242,533
Total	$	2,039,156	$	60,653	$	2,099,809	$	4,035,477	$	121,221	$	4,156,698


	Three Months Ended December 31, 2023						Six Months Ended December 31, 2023
	Domestic		International		Total		Domestic		International		Total
Expertise	$	830,647	$	18,894	$	849,541	$	1,687,843	$	39,792	$	1,727,635
Technology	949,361		35,032		984,393		1,887,333		69,113		1,956,446
Total	$	1,780,008	$	53,926	$	1,833,934	$	3,575,176	$	108,905	$	3,684,081

Changes in Estimates

Aggregate net changes in estimates for the three and six months ended December 31, 2024 reflected an increase to income before income taxes of $4.0 million ($0.13 per diluted share) and $7.7 million ($0.26 per diluted share), respectively, compared with $14.6 million ($0.49 per diluted share) and $17.0 million ($0.56 per diluted share), for the three and six months ended December 31, 2023. The Company uses its statutory tax rate when calculating the impact to diluted earnings per share.

Revenues recognized from previously satisfied performance obligations were not material for the three and six months ended December 31, 2024 and 2023, respectively. The change in revenues recognized from previously satisfied performance obligations generally relates to final true-up adjustments for estimated award or incentive fees in the period in which the customer’s final performance score was received or when it can be determined that more objective, contractually-defined criteria have been fully satisfied.

Remaining Performance Obligations

As of December 31, 2024, the Company had $11.9 billion of remaining performance obligations and expects to recognize approximately 41% and 58% as revenue over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

Contract Balances

Contract balances consisted of the following (in thousands):


Description of Contract Related Balance	Financial Statement Classification	December 31, 2024		June 30, 2024
Billed and billable receivables	Accounts receivable, net	$	931,059	$	885,552
Contract assets – current unbilled receivables	Accounts receivable, net	269,624		145,759
Contract assets – current costs to obtain	Prepaid expenses and other current assets	6,831		6,142
Contract assets – noncurrent unbilled receivables	Accounts receivable, long-term	15,065		13,311
Contract assets – noncurrent costs to obtain	Other long-term assets	14,669		12,310
Contract liabilities – current deferred revenue and other contract liabilities	Other accrued expenses and current liabilities	(135,641)		(139,745)
Contract liabilities – noncurrent deferred revenue and other contract liabilities	Other long-term liabilities	(4,292)		(4,607)

During the three and six months ended December 31, 2024, we recognized $29.4 million and $93.5 million of revenues, respectively, compared with $30.0 million and $94.4 million of revenues for the three and six months ended December 31, 2023, that was included in a previously recorded contract liability as of the beginning of the period.

Note 6 – Inventories

Inventories consisted of the following (in thousands):


	December 31, 2024		June 30, 2024
Materials, purchased parts and supplies	$	83,113	$	77,743
Work in process	25,021		13,331
Finished goods	30,204		27,365
Total	$	138,338	$	118,439

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.

Note 7 – Sales of Receivables

On December 20, 2024, the Company amended its Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (Purchaser), for the sale of certain designated eligible U.S. government receivables. The amendment extended the term of the MARPA to December 19, 2025. Under the MARPA, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $300.0 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 December 31, 2024. Proceeds from the sold receivables are reflected in operating cash flows on the statement of cash flows.

MARPA activity consisted of the following (in thousands):


	As of and for the Six Months Ended December 31,
	2024		2023
Beginning balance:	$	250,000	$	200,000
Sales of receivables	1,897,400		1,518,549
Cash collections	(1,873,559)		(1,553,194)
Outstanding balance sold to Purchaser: (1)	273,841		165,355
Cash collected, not remitted to Purchaser (2)	(118,016)		(55,492)
Remaining sold receivables	$	155,825	$	109,863

__________________________________________________

(1)For the six months ended December 31, 2024 and 2023, the Company recorded a net cash inflow of $23.8 million and a net cash outflow of $34.6 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 Purchaser as of December 31, 2024 and 2023. This balance is included in other accrued expenses and current liabilities as of the balance sheet date.

Note 8 – Debt

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


	December 31, 2024		June 30, 2024
Bank credit facility – term loans	$	1,102,500	$	1,133,125
Bank credit facility – revolver loans	1,220,000		415,000
Term loan B facility	750,000		—
Principal amount of long-term debt	3,072,500		1,548,125
Less unamortized discounts and debt issuance costs	(14,000)		(5,488)
Total long-term debt	3,058,500		1,542,637
Less current portion	(68,750)		(61,250)
Long-term debt, net of current portion	$	2,989,750	$	1,481,387

Bank Credit Facility

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

The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $1,975.0 million. As of December 31, 2024, the Company had $1,220.0 million outstanding under the Revolving Facility and no borrowings on the swing line. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility.

The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. As of December 31, 2024, the Company had $1,102.5 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 Secured Overnight Financing Rate (SOFR) rate plus, in each case, an applicable margin based upon the Company’s consolidated total net leverage ratio. For the three months ended December 31, 2024, 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 5.38%.

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 December 31, 2024, 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.

Term Loan B Facility

To provide additional financial flexibility for the Company, in connection with the Azure Summit acquisition, the Company entered into a commitment letter (the “Commitment Letter”), dated September 10, 2024, with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which JPMorgan committed to provide the entire principal amount of a senior secured bridge loan facility in an aggregate principal amount of up to $750.0 million. No amounts were funded pursuant to the Commitment Letter.

On October 30, 2024 the Company completed a new senior secured Term Loan B facility in an aggregate principal amount of $750.0 million, which effectively terminated the Commitment Letter. The Term Loan B facility is a seven-year facility under which principal payments are due in quarterly installments of $1.9 million from March 2025 until the balance is due in full at maturity in October 2031. The interest rates applicable to the Term Loan B facility are floating interest rates that, at the Company’s option, equal a base rate or a term SOFR rate plus an applicable margin.

The Company recognized $9.8 million of debt discount and debt issuance costs related to the Term Loan B financing, which were recorded as an offset against the carrying value of debt and are being amortized to interest expense over the life of the Term Loan B facility using the effective interest method.

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 $1,000.0 million which hedge a portion of the Company’s floating rate indebtedness. The swaps mature at various dates through 2028. The Company has designated the swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Realized gains and losses in connection with each required interest payment are reclassified from accumulated other comprehensive income or loss to interest expense. The Company does not hold or issue derivative financial instruments for trading purposes.

The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three and six months ended December 31, 2024 and 2023 is as follows (in thousands):


	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Gain (loss) recognized in other comprehensive income	$	12,963	$	(12,295)	$	1,342	$	(122)
Amounts reclassified to earnings from accumulated other comprehensive loss	(4,501)		(6,927)		(10,556)		(13,668)
Other comprehensive income (loss), net of tax	$	8,462	$	(19,222)	$	(9,214)	$	(13,790)

Note 9 – Legal Proceedings and Other Commitments and Contingencies

Legal Proceedings

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

On November 12, 2024, a jury reached a $42 million judgment against the Company in an ongoing civil suit alleging that the Company’s employees had conspired with the US military, which lead to acts of wrongdoings committed by the US military against the plaintiffs. On November 25, 2024, the Company filed a motion for dismissal as a matter of law, enumerating numerous grounds. On January 10, 2025, the motion was denied, and the Company filed a notice of appeal to the U.S. Court of Appeals. The Company is vigorously defending the proceedings and continues to believe that the plaintiffs’ position is completely without merit. No amounts have been recognized in our consolidated financial statements.

Government Contracting

Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services. The DCAA has completed audits of the Company’s annual incurred cost proposals through fiscal year 2023. The Company is still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believes its reserves for such are adequate. Adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows and the Company has accrued its best estimate of potential disallowances. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues may be identified, discussed and settled.

Note 10 – 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 December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Net income	$	109,938	$	83,870	$	230,115	$	169,917
Weighted-average number of basic shares outstanding during the period	22,414		22,282		22,359		22,464
Dilutive effect of equity awards	120		125		178		186
Weighted-average number of diluted shares outstanding during the period	22,534		22,407		22,537		22,650
Basic earnings per share	$	4.90	$	3.76	$	10.29	$	7.56
Diluted earnings per share	$	4.88	$	3.74	$	10.21	$	7.50

Note 11 – 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 is currently under examination by the Internal Revenue Service for fiscal 2017 through 2021 and one state jurisdiction for fiscal 2019 and 2020. The Company does not expect resolution of these examinations to have a material impact on its results of operations, financial condition or cash flows.

During fiscal 2023, a provision of the Tax Cuts and Jobs Act of 2017 (TCJA) went into effect that eliminated the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to capitalize and amortize such costs over five years. Based upon our interpretation of the law as currently enacted, we estimate that the fiscal 2025 impact will result in increases of $52.7 million to both our income taxes payable and net deferred tax assets. The future impact of this provision will depend on any guidance issued by the Treasury Department regarding the identification of appropriate costs for capitalization, and the amount of future research and development expenses paid or incurred (among other factors). For the six months ended December 31, 2024, the Company recognized a $25.8 million increase in income taxes payable, with a corresponding increase to net deferred tax assets.

The Organisation for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2). While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We do not expect Pillar 2 to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows.

The Company’s effective income tax rate was 19.9% and 21.5% for the three and six months ended December 31, 2024, respectively, and 20.7% and 21.9% for the three and six months ended December 31, 2023, respectively. The effective tax rates for the three and six months ended December 31, 2024, and 2023 differ from the statutory rate of 21.0% primarily due to research and development tax credits and stock-based compensation.

Note 12 – Business Segments

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

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


	Three Months Ended December 31,				Six Months Ended December 31,
	2024		2023		2024		2023
Revenues:
Domestic	$	2,039,156	$	1,780,008	$	4,035,477	$	3,575,176
International	60,653		53,926		121,221		108,905
Total revenues	$	2,099,809	$	1,833,934	$	4,156,698	$	3,684,081

Net income:
Domestic	$	100,999	$	74,759	$	203,110	$	151,303
International	8,939		9,111		27,005		18,614
Total net income	$	109,938	$	83,870	$	230,115	$	169,917

Note 13 – Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and categorizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than quoted prices in active markets that are observable, either directly or indirectly, or quoted prices that are not active (Level 2); and unobservable inputs in which there is little or no market data which requires development of assumptions that market participants would use in pricing the asset or liability (Level 3).

The financial instruments measured at fair value on a recurring basis consist of the following (in thousands):


Description of Financial Instrument	Financial Statement Classification	Fair Value Hierarchy	December 31, 2024		June 30, 2024
			Fair Value
Contingent consideration	Other accrued expenses and current liabilities	Level 3	$	(3,420)	$	(3,061)
Contingent consideration	Other long-term liabilities	Level 3	$	(5,013)	$	(13,737)


Interest rate swap agreements	Prepaid expenses and other current assets	Level 2	$	988	$	—
Interest rate swap agreements	Other long-term assets	Level 2	$	20,010	$	33,327

The Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

The Company recognized contingent consideration liabilities in connection with certain acquisitions, representing potential earnout payments and other contingent payments. The fair values of these liabilities were determined using a valuation model which included an assessment of the most likely outcome, assumptions related to projected earnings of the acquired company and the application of a discount rate when applicable. Fair value of contingent consideration is reassessed quarterly, including an analysis of the significant inputs used in the evaluation, as well as the accretion of the discount. Changes in the fair value of contingent consideration are reflected within indirect costs and selling expenses and were $8.7 million and zero for the six months ended December 31, 2024 and 2023, respectively.

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

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

Information Relating to Forward-Looking Statements

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

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

•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.

Overview

The Company provides distinctive Expertise and differentiated Technology to customers in support of national security.

•Expertise – CACI delivers talent with the specific technical and functional knowledge to support internal agency operations. Examples include functional software development expertise, data and business analysis, IT operations support, naval architecture, engineering, and life cycle support intelligence and special operations support, and network and exploitation analysis.

•Technology – CACI provides technology that addresses our customer's most challenging needs. This includes agile software development using open modern architectures and DevSecOps; advanced data platforms and applications augmented by Artificial Intelligence (AI), Enterprise Resource Planning (ERP) systems, Electromagnetic Spectrum (EMS) capabilities, photonics and network modernization. CACI invests ahead of customer need with research and development to generate unique intellectual property and differentiated technology addressing critical national security needs.

Budgetary Environment

We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. On June 3, 2023, the President signed into law legislation that suspended the federal debt limit until January 2025 and capped discretionary spending in GFY24 and GFY25. Specifically, GFY24 defense spending was capped at $886 billion, an increase of 3% and in-line with the President’s GFY24 budget request, and GFY24 nondefense spending was capped at levels essentially flat with GFY23 levels. For GFY25, discretionary spending growth (both defense and nondefense) was capped at 1%. On March 23, 2024, the President signed into law an appropriations bill that funds the federal government for GFY24, generally consistent with the terms set forth in the debt limit legislation signed in June 2023. In March 2024, the President released his GFY25 budget request that was also generally consistent with the terms set forth in the debt limit legislation signed in June 2023. While future levels of defense and nondefense spending may vary and are difficult to project, we believe that there continues to be bipartisan support for defense and national security-related spending, particularly given the heightened current global threat environment.

While we view the budget environment as constructive and believe there is bipartisan support for continued investment in the areas of defense and national security, it is uncertain when in any particular GFY that appropriations bills will be passed. During those periods of time when appropriations bills have not been passed and signed into law, government agencies operate under a continuing resolution (CR), a temporary measure allowing the government to continue operations at prior year funding levels. On September 27, 2024 the President signed a CR for GFY25 that extended government funding through December 20, 2024. On December 21, 2024 the President signed a CR for GFY25 that extends government funding through until March 14, 2025.

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.

Market Environment

We provide Expertise and Technology to government customers. We believe that the total addressable market for our offerings is sufficient to support the Company's plans and is expected to continue to grow over the next several years. Approximately 75% 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 take steps to maintain a competitive cost structure in line with our expectations of future business opportunities. In light of these actions, as well as the budgetary environment discussed above, we believe we are well positioned to continue to win new business in our large addressable market. We believe that the following trends will influence the USG’s spending in our addressable market:

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

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

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

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

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

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

•Increased demand for innovation and speed of delivery.

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

Results of Operations for the Three and Six Months Ended December 31, 2024 and 2023

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


	Three Months Ended December 31,								Six Months Ended December 31,
	2024		2023		Change				2024		2023		Change
	Dollars						Percent		Dollars						Percent
Revenues	$	2,099,809	$	1,833,934	$	265,875	14.5	%	$	4,156,698	$	3,684,081	$	472,617	12.8	%
Costs of revenues:
Direct costs	1,402,225		1,255,251		146,974		11.7		2,816,649		2,528,169		288,480		11.4
Indirect costs and selling expenses	466,661		409,355		57,306		14.0		894,607		813,988		80,619		9.9
Depreciation and amortization	49,625		36,023		13,602		37.8		84,303		71,270		13,033		18.3
Total costs of revenues	1,918,511		1,700,629		217,882		12.8		3,795,559		3,413,427		382,132		11.2
Income from operations	181,298		133,305		47,993		36.0		361,139		270,654		90,485		33.4
Interest expense and other, net	44,066		27,519		16,547		60.1		68,036		53,090		14,946		28.2
Income before income taxes	137,232		105,786		31,446		29.7		293,103		217,564		75,539		34.7
Income taxes	27,294		21,916		5,378		24.5		62,988		47,647		15,341		32.2
Net income	$	109,938	$	83,870	$	26,068	31.1		$	230,115	$	169,917	$	60,198	35.4

Revenues. The increase in revenues for the three and six months ended December 31, 2024, as compared to the three and six months ended December 31, 2023, was primarily attributable to new contract awards and growth on existing programs, and the two acquisitions completed during fiscal 2025.

The following table summarizes revenues by customer type with related percentages of revenues for the three and six months ended December 31, 2024 and 2023, respectively (in thousands):


	Three Months Ended December 31,								Six Months Ended December 31,
	2024		2023		Change				2024		2023		Change
	Dollars						Percent		Dollars						Percent
Department of Defense	$	1,578,733	$	1,358,509	$	220,224	16.2	%	$	3,113,266	$	2,710,815	$	402,451	14.8	%
Federal Civilian Agencies	433,691		389,942		43,749		11.2		873,062		797,286		75,776		9.5
Commercial and other	87,385		85,483		1,902		2.2		170,370		175,980		(5,610)		(3.2)
Total	$	2,099,809	$	1,833,934	$	265,875	14.5	%	$	4,156,698	$	3,684,081	$	472,617	12.8	%

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

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

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

Direct Costs. The increase in direct costs for the three and six months ended December 31, 2024, as compared to the prior year period, was primarily attributable to direct labor, materials costs, and subcontractor costs from organic growth on existing programs and costs related to the acquisitions completed during fiscal 2025. As a percentage of revenue, direct costs were 66.8% and 67.8% for the three and six months ended December 31, 2024, respectively, and 68.4% and 68.6% for the three and six months ended December 31, 2023, respectively. Direct costs include direct labor, subcontractor costs, materials, and other direct costs.

Indirect Costs and Selling Expenses. As a percentage of revenue, indirect costs and selling expenses were 22.2% and 21.5% for the three and six months ended December 31, 2024, respectively, and 22.3% and 22.1% for the three and six months ended December 31, 2023, respectively, driven by cost efficiencies across the Company. The increase in indirect costs and selling expenses for the three and six months ended December 31, 2024, as compared to the prior year periods, was primarily attributable to increased expenses due to a larger workforce, resulting in increased fringe benefits and costs related to the acquisitions completed during fiscal 2025.

Depreciation and Amortization. The increase in depreciation and amortization for the three and six months ended December 31, 2024 was primarily attributable to intangible amortization from the two acquisitions completed during fiscal 2025.

Interest Expense and Other, Net. The increase in interest expense and other, net for the three and six months ended December 31, 2024, as compared to the prior year period, was primarily attributable to higher outstanding debt balances primarily related to acquisitions completed during fiscal 2025.

Income Tax Expense. The Company’s effective income tax rate was 19.9% and 21.5% for the three and six months ended December 31, 2024, respectively, and 20.7% and 21.9% for the three and six months ended December 31, 2023, respectively. The effective tax rates for the three and six months ended December 31, 2024, and 2023 differ from the statutory rate of 21.0% primarily due to research and development tax credits and stock-based compensation.

Contract Backlog

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

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

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

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

As of December 31, 2024, the Company had total backlog of $31.8 billion, compared with $26.9 billion a year ago, an increase of 18.2%. Funded backlog as of December 31, 2024 was $4.1 billion. The total backlog consists of remaining performance obligations (see Note 5) plus unexercised options.

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

Liquidity and Capital Resources

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 7) and available borrowings under our Credit Facility (as defined in Note 8).

The Company has a $3,200.0 million Credit Facility, which consists of a $1,975.0 million Revolving Facility and a $1,225.0 million Term Loan. The Revolving Facility is a secured facility that permits continuously renewable borrowings and has subfacilities of $100.0 million for same-day swing line borrowings and $25.0 million for stand-by letters of credit. As of December 31, 2024, we had $1,220.0 million outstanding under the Revolving Facility and no borrowings on the swing line.

The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. As of December 31, 2024, $1,102.5 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 SOFR rate plus, in each case, an applicable margin based upon our consolidated total net leverage ratio.

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

On October 30, 2024 the Company completed a new senior secured Term Loan B facility in an aggregate principal amount of $750.0 million, which effectively terminated the Commitment Letter. The Term Loan B is a seven-year facility under which principal payments are due in quarterly installments of $1.9 million from March 2025 until the balance is due in full at maturity in October 2031. The interest rates applicable to the Term Loan B facility are floating interest rates that, at the Company’s option, equal a base rate or a term SOFR rate plus an applicable margin.

During fiscal 2023, a provision of the TCJA went into effect that eliminated the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to capitalize and amortize such costs over five years. This provision is expected to decrease fiscal 2025 cash flows from operations by $52.7 million. The future impact of this provision will depend on any guidance issued by the Treasury Department regarding the identification of appropriate costs for capitalization, and the amount of future research and development expenses paid or incurred (among other factors).

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


	Six Months Ended December 31,
	2024		2023
Net cash provided by operating activities	$	160,703	$	141,852
Net cash used in investing activities	(1,588,378)		(38,305)
Net cash provided by (used in) financing activities	1,473,315		(90,791)
Effect of exchange rate changes on cash and cash equivalents	(3,894)		319
Net change in cash and cash equivalents	$	41,746	$	13,075

Net cash provided by operating activities increased $18.9 million for the six months ended December 31, 2024, when compared to the six months ended December 31, 2023, primarily due to $94.2 million of higher earnings after adding back non-cash adjustments and a $58.5 million increase in cash received from the Company's MARPA, partially offset by $133.9 million of net unfavorable changes in working capital driven by increased vendor disbursements.

Net cash used in investing activities increased by $1,550.1 million for the six months ended December 31, 2024, when compared to the six months ended December 31, 2023, primarily due to cash used in acquisitions.

Net cash provided by financing activities increased $1,564.1 million for the six months ended December 31, 2024, when compared to the six months ended December 31, 2023, primarily as a result of a $1,445.7 million increase in net borrowings under our Credit Facility and Term Loan B Facility and a $145.4 million decrease in repurchases of our common stock.

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

Critical Accounting Policies

There have been no significant changes to the Company’s critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended June 30, 2024.

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 $1,000.0 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 six months ended December 31, 2024 would have fluctuated by approximately $6.0 million.

Approximately 2.9% and 3.0% of our total revenues during the six months ended December 31, 2024, and 2023, respectively, were derived from our international operations headquartered in the U.K. Our practice in our international operations is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency exchange fluctuations. It is not possible to accomplish this in all cases; thus, there is some risk that profits will be affected by foreign currency exchange fluctuations. As of December 31, 2024, we held a combination of euros and pounds sterling in the U.K. and the Netherlands equivalent to approximately $90.4 million. This allows us to better utilize our cash resources on behalf of our foreign subsidiaries, thereby mitigating foreign currency conversion risks.

Item 4. Controls and Procedures

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

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

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were operating and effective at December 31, 2024.

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 December 31, 2024.

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, 2024 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. On March 8, 2013, the District Court granted a motion to dismiss CACI International Inc from the case, leaving CACI Premier Technology, Inc., as the sole Defendant.

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

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

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

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

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

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

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

On July 31, 2023, the District Court denied the July 23, 2021 motion to dismiss and the July 18, 2022 motion to dismiss. On September 7, 2023, CACI filed a petition for a writ of mandamus with the U.S. Court of Appeals for the Fourth Circuit, asserting that the District Court had disregarded binding precedent and asking the Court of Appeals to dismiss the action for lack of subject matter jurisdiction. On September 13, 2023, the Court of Appeals issued an Order requiring the plaintiffs to respond to the petition. On September 25, 2023, the plaintiffs filed their response to CACI’s petition, opposing the relief sought. On October 2, 2023, the District Court entered an Order setting the case for a jury trial on April 15, 2024. On November 2, 2023, the Court of Appeals denied without opinion the petition for a writ of mandamus. Trial commenced on April 15, 2024. During trial, the plaintiffs abandoned their claim of war crimes. On May 9, 2024, the jury notified the District Court that it was deadlocked and could not reach a unanimous verdict on any claim. The District Court then dismissed the jury and declared a mistrial.

On May 16, 2024, plaintiffs filed a motion for a new trial, and CACI filed a motion for judgment as a matter of law. On June 14, 2024, the District Court granted plaintiffs’ motion, denied CACI’s motion, and proposed dates in October 2024 for a new trial. The District Court subsequently scheduled the new trial to start on October 30, 2024. A second trial commenced on October 30, 2024. At the conclusion of the presentation of the evidence, the District Court granted CACI’s motion to dismiss the aiding and abetting claims for lack of evidence. On November 12, 2024, the jury found for the plaintiffs on the sole claim remaining in the case, that CACI personnel had conspired with the military for the military to abuse the plaintiffs. The jury awarded compensatory damages of $3 million per plaintiff and punitive damages of $11 million per plaintiff. After the verdict was returned, the District Court disclosed a note sent by the jury on November 8, 2024, not at the time disclosed to counsel, asking if the jury could award punitive damages to a non-profit human rights organization, rather than to plaintiffs, dealing with abuses arising from Abu Ghraib.

On November 25, 2024, CACI filed a motion for judgment as a matter of law, asserting numerous grounds for setting aside the jury verdict and dismissing the action. On January 10, 2025, the District Court conducted a hearing on that motion and denied the motion. On January 10, 2025, CACI filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit.

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

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

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

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

On June 21, 2024, CACI filed a motion to lift the stay. Plaintiffs filed an opposition to that motion on June 26, 2024. On June 28, 2024, the District Court denied CACI's motion without prejudice. CACI subsequently filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit, as well as a Petition for a Writ of Mandamus in the Court of Appeals, asking the Court of Appeals to issue an order requiring the District Court to lift the stay. The Court of Appeals denied the petition for a Writ of Mandamus, but subsequently issued a briefing schedule for CACI’s appeal.

Briefing on the appeal concluded on December 6, 2024. On January 10, 2025, the District Court indicated that it will not activate the Abbass action while the Al Shimari action is on appeal. As a result of that representation, on January 13, 2025, CACI moved to dismiss the appeal, a motion that the Plaintiffs did not oppose. On January 14, 2025, the Court of Appeals granted that motion and dismissed the appeal.

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, 2024. 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 (1)
October 2024	6,921	$	512.07	6,921	956,628
November 2024	—	—		—	956,628
December 2024	—	—		—	956,628
Total	6,921	$	512.07	6,921

__________________________________________________

(1) Number of shares determined based on the closing price of $404.06 as of December 31, 2024.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

During the fiscal quarter ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Item 6. Exhibits

Incorporated by Reference

Exhibit No.

Description

Filed with this Form 10-Q

Form

Filing Date

Exhibit No.

2.1

Amendment No. 1 to the Purchase and Sale Agreement by and among CACI, Inc. - Federal, Azure Summit Technology, LLC, Project Atlas Holdings, Inc., and CACI TechWorx, Inc dated October 30, 2024.

10.1

Credit Agreement, dated October 30, 2024, by and among CACI International Inc, as borrower; JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders named therein.

8-K

November 05, 2024

10.1

10.2

Amendment No. 6, Joinder and Waiver to the Master Accounts Receivable Purchase Agreement dated December 20, 2024, among CACI International Inc, CACI, Inc.-Federal, certain subsidiaries from time to time party thereto, MUFG Bank, Ltd., as Administrative Agent, and certain purchasers from time to time party thereto.

8-K

December 27, 2024

10.1

31.1

Section 302 Certification John S. Mengucci

31.2

Section 302 Certification Jeffrey D. MacLauchlan

32.1

Section 906 Certification John S. Mengucci

32.2

Section 906 Certification Jeffrey D. MacLauchlan

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

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Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

SIGNATURES

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: January 28, 2025	By:	/s/ John S. Mengucci
		John S. Mengucci President, Chief Executive Officer and Director (Principal Executive Officer)

Date: January 28, 2025	By:	/s/ Jeffrey D. MacLauchlan
		Jeffrey D. MacLauchlan Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Date: January 28, 2025	By:	/s/ Eric F. Blazer
		Eric F. Blazer Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)