What changed in CACI INTERNATIONAL INC /DE/'s 2023 10-K compared to 2022?

Across the narrative sections we track, CACI INTERNATIONAL INC /DE/ (CACI) added 137 paragraphs, removed 137, and edited 110 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+45/−48), Item 1. Business (+33/−32), Item 1A. Risk Factors (+38/−37).

Did CACI INTERNATIONAL INC /DE/ add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 38 new/edited paragraphs and 37 removed paragraphs versus the 2022 10-K.

What changed in CACI INTERNATIONAL INC /DE/'s MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 45 new/edited paragraphs and 48 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did CACI INTERNATIONAL INC /DE/'s Legal Proceedings (Item 3) change in 2023?

Item 3 shows 10 added/edited paragraphs and 10 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this CACI 10-K diff come from?

The source filings are CACI INTERNATIONAL INC /DE/'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of CACI INTERNATIONAL INC /DE/'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+137 added−137 removedSource: 10-K (2023-08-10) vs 10-K (2022-08-11)

Top changes in CACI INTERNATIONAL INC /DE/'s 2023 10-K

137 paragraphs added · 137 removed · 110 edited across 7 sections

Item 7. Management's Discussion & Analysis+45 / −48 · 36 edited
Item 1. Business+33 / −32 · 23 edited
Item 1A. Risk Factors+38 / −37 · 33 edited
Item 3. Legal Proceedings+10 / −10 · 9 edited
Item 5. Market for Registrant's Common Equity+6 / −5 · 4 edited

Item 1. Business

Business — how the company describes what it does

23 edited+10 added−9 removed40 unchanged

2022 filing

2023 filing

Biggest changeFor fiscal 2022, the top ten revenue-producing contracts, many of which consist of many task orders, accounted for 35.7% of our revenues, or $2.2 billion. Recent Acquisitions During the past three fiscal years, we completed a total of eight acquisitions, including: • During fiscal 2022, CACI completed four acquisitions that provide mission and enterprise technology to sensitive government customers.

Biggest changeRecent Acquisitions During the past three fiscal years, we completed a total of six acquisitions, including: • During fiscal 2023, CACI Limited completed one acquisition of a business in the U.K. that provides software engineering, data analysis and cyber services to the national security sector. • During fiscal 2022, CACI completed four acquisitions that provide mission and enterprise technology to sensitive government customers.

We are at the forefront of developing technologies that meet the challenges of 5G wireless communications both on and off the battlefield , mmWave , and the use of lasers for free space optical communications and long-range sensing. • Engineering Services – CACI provides platform integration and modernization and sustainment, system engineering, naval architecture, training and simulation services, and logistics engineering to help our customer achieve a decisive tactical edge.

We are at the forefront of developing technologies that meet the challenges of 5G wireless communications both on and off the battlefield, mmWave, and the use of lasers for free space optical communications and long-range sensing. 4 • Engineering Services – CACI provides platform integration and modernization and sustainment, system engineering, naval architecture, training and simulation services, and logistics engineering to help our customer achieve a decisive tactical edge.

We employ marketing professionals who identify and qualify major contract opportunities, primarily in the federal government market. Much of our business is won through submission of formal competitive bids. Government and commercial customers typically base their decisions regarding contract awards on their assessment of the quality of past performance, responsiveness to proposal requirements, price, and other factors.

We employ marketing professionals who identify and qualify major contract opportunities, primarily in the federal government market. 5 Much of our business is won through submission of formal competitive bids. Government and commercial customers typically base their decisions regarding contract awards on their assessment of the quality of past performance, responsiveness to proposal requirements, price, and other factors.

We provide analytic services in 50 languages, as well as scenario-based instruction across the spectrum of intelligence processing, collection, and products. Our investigation and litigation experts support the U.S. government on thousands of cases, saving taxpayers billions of dollars. And CACI facilitates the secure flow of supplies across the globe.

We provide analytic services in approximately 50 languages, as well as scenario-based instruction across the spectrum of intelligence processing, collection, and products. Our investigation and litigation experts support the U.S. government on thousands of cases, saving taxpayers billions of dollars. And CACI facilitates the secure flow of supplies across the globe.

We use data analytics and visualization to provide insights and outcomes that optimize our customer’s operations. 4 • C4ISR , Cyber & Space – CACI teams ensure information superiority by delivering multi-domain command, control, communications, and computer (C4) technology and networks.

We use data analytics and visualization to provide insights and outcomes that optimize our customer’s operations. • C4ISR, Cyber & Space – CACI teams ensure information superiority by delivering multi-domain command, control, communications, and computer (C4) technology and networks.

Our culture unifies us as a company and strengthens our resolve to meet our customers’ – and our country’s – most critical missions. 6 We believe that there are two pillars to our culture: Character and Innovation.

Our culture unifies us as a company and strengthens our resolve to meet our customers’ – and our country’s – most critical missions. We believe that there are two pillars to our culture: Character and Innovation.

The CRADLE brings together customers, industry partners, academia, and CACI personnel to explore and discover new ways to solve complex problems and challenges. Diversity and Inclusion We embrace diversity and inclusion as core values and seek to ensure that all our employees experience a highly inclusive working environment.

The CRADLE brings together customers, industry partners, academia, and CACI personnel to explore and discover new ways to solve complex problems and challenges. 6 Diversity, Equity, and Inclusion We embrace diversity, equity, and inclusion as core values and seek to ensure that all our employees experience a highly inclusive working environment.

CACI has conducted employee engagement surveys and we rank above external benchmark companies in the areas of sustainable engagement, customer focus, inclusion, innovation, teamwork and empowerment. Specifically, our employees report that they have a personal sense of accomplishment in their work, they feel safe to speak up, and they have pride in CACI.

CACI has conducted employee engagement surveys and we rank above external benchmark companies in the areas of sustainable engagement, inclusion, teamwork, supervision and empowerment. Specifically, our employees report that they have a personal sense of accomplishment in their work, they feel safe to speak up, and they have pride in CACI.

Additional examples of Mission technology include: Developing and deploying multi-domain offerings for signals intelligence, resilient communications, free space optical communications, electronic warfare including Counter-UAS, cyber operations, and Radio Frequency (RF) and 5G spectrum awareness, agility and usage.

Additional examples of Mission technology include: Developing and deploying multi-domain offerings for signals intelligence (SIGINT) and electronic warfare (EW) including Counter-UAS, cyber operations, and Radio Frequency (RF) spectrum awareness, agility and usage; photonics technology including free space optical communications; and resilient communications.

Headquartered in London, our international operations provide a diverse mix of IT services and proprietary data and software products, serving commercial and government customers throughout the U.K., continental Europe and around the world. International Operations represented 3.1%, 2.9%, and 2.9% of our total revenues for fiscal 2022, 2021, and 2020, respectively.

Headquartered in London, our international operations provide a diverse mix of IT services and proprietary data and software products, serving commercial and government customers throughout the United Kingdom (U.K.), continental Europe and around the world. International Operations represented 2.8%, 3.1%, and 2.9% of our total revenues for fiscal 2023, 2022, and 2021, respectively.

As of June 30, 2022, we employed approximately 22,000 talented full and part-time employees that help make CACI a respected and recognized industry leader. Our Culture Our culture defines who we are, how we act, and what we believe is the right way to conduct business and is the driving force behind our success.

As of June 30, 2023, we employed approximately 23,000 ta lented full and part-time employees that help make CACI a respected and recognized industry leader. Our Culture Our culture defines who we are, how we act, and what we believe is the right way to conduct business and is the driving force behind our success.

Domestic Operations represented 96.9%, 97.1%, and 97.1% of our total revenues for the fiscal year ended June 30, 2022 (“fiscal 2022”), June 30, 2021 (“fiscal 2021”) and June 30, 2020 (“fiscal 2020”), respectively.

Domestic Operations represented 97.2%, 96.9%, and 97.1% of our total revenues for the fiscal year ended June 30, 2023 (“fiscal 2023”), June 30, 2022 (“fiscal 2022”) and June 30, 2021 (“fiscal 2021”), respectively.

The term “the Registrant” as used in Parts I, II and III refers to CACI International Inc only. • Enterprise – CACI provides capabilities that enable the internal operations of a government agency. • Mission – CACI provides capabilities that enable the execution of a government agency’s primary function, or “mission”. • Expertise – CACI provides Expertise to both Enterprise and Mission customers.

The term “the Registrant” refers to CACI International Inc only. • Enterprise – CACI provides capabilities that enable the internal operations of a government agency. • Mission – CACI provides capabilities that enable the execution of a government agency’s primary function, or “mission”. • Expertise – CACI provides Expertise to both Enterprise and Mission customers.

Their capabilities include open source intelligence solutions, specialized cyber, satellite communications, multi-domain photonics technologies for free-space optical (FSO) communications, and commercial solutions for classified (CSfC) security technologies. • During fiscal 2021, CACI completed the acquisition of Ascent Vision Technologies (AVT).

We intend to continue development of these kinds of relationships wherever they support our growth objectives. 5 Our marketing and new business development is conducted by many of our officers and managers including the Chief Executive Officer, executive officers, vice presidents and division managers.

These strategic partners have business objectives compatible with ours and offer Expertise and Technology that complement ours. We intend to continue development of these kinds of relationships wherever they support our growth objectives. Our marketing and new business development is conducted by many of our officers and managers including the Chief Executive Officer, executive officers, vice presidents and division managers.

Unless the context indicates otherwise, the terms “we”, “our”, “the Company” and “CACI” as used in Parts I, II and III include CACI International Inc and its subsidiaries and ventures that are majority-owned or otherwise controlled by it.

Unless the context indicates otherwise, the terms “we”, “our”, “the Company” and “CACI” refer to CACI International Inc and its subsidiaries and ventures that are majority-owned or otherwise controlled by it.

Diversity and inclusion are woven into the fabric of CACI’s culture where people bring their genuine selves to work, feel inspired about CACI’s mission, and are passionate about making a difference for our people, customers, and the community. Embracing diversity and fostering inclusion enables our people to unleash their full potential and appreciate a richness of differences.

Diversity, equity, and inclusion are woven into the fabric of CACI’s culture where people bring their genuine selves to work, feel inspired about CACI’s mission, and are passionate about making a difference for our people, customers, and the community. Equity is defined as opportunities for development, growth, and advancement for all of our employees.

We continue to invest in the areas that produce such high engagement – leadership education, career resources for employees, comprehensive onboarding for new employees, and formal and informal communications that create a two-way dialogue among employees and leaders. Employee Safety and Health Our primary focus is the health and safety of our employees and customers.

We continue to invest in the areas that produce such high engagement – leadership education, career resources for employees, comprehensive onboarding for new employees, and formal and informal communications that create a two-way dialogue among employees and leaders. We have a multilevel approach to developing our leaders, with cohort-style programs for first-line, mid-level and executive leaders.

As a systems integrator, it is important that we maintain access to software, data and technology supplied by third parties and we continue to enter into agreements that give us the right to distribute and receive income from third party software, data and technology that serve our customers.

Although we are not materially dependent on the protection of our intellectual property, we take such matters seriously and pursue claims against such individuals to the extent necessary to adequately protect our rights. 7 As a systems integrator, it is important that we maintain access to software, data and technology supplied by third parties and we continue to enter into agreements that give us the right to distribute and receive income from third party software, data and technology that serve our customers.

Our Markets Domestic Operations We provide our Expertise and Technology to our domestic customers in the following market areas: • Digital Solutions – CACI transforms how government does business. Using our Agile-at-scale method and business process automation tools, we modernize enterprise and agency-unique applications, enterprise infrastructure, and business processes to enhance productivity and increase user satisfaction.

Using our Agile-at-scale method and business process automation tools, we modernize enterprise and agency-unique applications, enterprise infrastructure, and business processes to enhance productivity and increase user satisfaction.

This Group meets with our Chief Executive Officer (CEO) and Chief Human Resources Officer (CHRO) to set strategy, seek input, create advocacy, and ensure alignment with CACI’s business strategy. Talent Acquisition, Development and Retention Our industry is ever-evolving, and those who are most successful evolve with it, continually learning and growing throughout their careers.

Talent Acquisition, Development and Retention Our industry is ever-evolving, and those who are most successful evolve with it, continually learning and growing throughout their careers.

From time to time, we are required to assert our rights against former employees or other third parties who attempt to misappropriate our proprietary and confidential information. Although we are not materially dependent on the protection of our intellectual property, we take such matters seriously and pursue claims against such individuals to the extent necessary to adequately protect our rights.

From time to time, we are required to assert our rights against former employees or other third parties who attempt to misappropriate our proprietary and confidential information.

For additional discussion and analysis on recent business developments, see “Business Environment and Industry Trends” in “Management’s Discussion and Analysis of Financial Condition & Results of Operations” in Part II of this Annual Report on Form 10-K.

For additional discussion and analysis on recent business developments, see “Management’s Discussion and Analysis of Financial Condition & Results of Operations” in Part II of this Annual Report on Form 10-K. Our Markets Domestic Operations We provide our Expertise and Technology to our domestic customers in the following market areas: • Digital Solutions – CACI transforms how government does business.

Removed

These strategic partners have business objectives compatible with ours and offer expertise and technology that complement ours.

Added

For fiscal 2023, the top ten revenue-producing contracts, many of which consist of many task orders, accounted for 38.3% of our revenues, or $2.6 billion.

Removed

AVT specializes in Electro-Optical Infrared payloads, On-Board Computer Vision Processing and counter-unmanned aircraft system (C-UAS) solutions. • During fiscal 2020, CACI completed three strategic acquisitions adding key capabilities in mission Expertise and Technology.

Added

Offering opportunities for employees to engage in allyship (advocating for individuals from marginalized groups with the goal of advancing inclusion), highlight successes, champion initiatives, discuss concerns, and much more is core to CACI’s commitment to a diverse, equitable, and inclusive work environment.

Removed

A diverse workforce also encourages us to approach problems from a variety of perspectives – that mindset, coupled with the spirit of collaboration, empowers us to be creative and find the best solutions for our customers’ toughest challenges.

Added

We created Employee Resource Groups (ERGs) to provide a safe space for group member engagement, while offering mentorship, networking, professional development, and leadership opportunities. We also focus on creating an environment where our people feel passionate and inspired about their careers and embrace and celebrate differences.

Removed

CACI’s diversity and inclusion efforts are guided by a Diversity and Inclusion Working Group that includes a cross-section of diverse employees and senior executive leaders who have created a foundation and strategy for embracing diversity.

Added

We achieve this by raising cultural awareness across the organization through our Path to Inclusion movement. In our efforts to build inclusive teams, our Path to Inclusion campaign cultivates cultural intelligence (CQ) across CACI.

Removed

By ensuring the health and safety of our employees and customers, we are doing our part to contribute to the ongoing health in communities where we operate. We have formed a multi-functional working group to monitor and respond to COVID-19.

Added

CQ is an essential skill that consists of being aware of our own cultural identity, understanding the cultural identities of others, and bridging the gap to embrace and appreciate the differences. This enables us to work collaboratively across teams and the organization in ways that ensure everyone is valued.

Removed

As travel restrictions, social distancing advisories, and other requirements began to be implemented in March 2020, we instructed our workforce to begin to work remotely to the extent possible. While a majority of our workforce is able to work remotely, some employees must still travel to client or company facilities in order to work.

Added

These programs focus on leadership capabilities unique to each level of leadership, and serve to increase self-awareness, strengthen skills and expand networking for our leaders.

Removed

While CACI employees were deemed part of the ‘critical infrastructure workforce’, ensuring their ability to work despite state travel limitations, our business still experienced some impacts as a result of COVID-19 risk mitigation efforts.

Added

Furthermore, we have a robust talent planning approach to identify potential future leaders, conduct rigorous assessments and create actionable development plans to advance their readiness to take on our most senior roles as they evolve in our future. Employee Wellbeing We value the social, physical, financial, and emotional well-being of our employees.

Removed

For example, in order to reduce personnel concentration and ensure social distancing in classified environments, shift work was implemented, which reduced the number of hours our employees could work and we could bill customers on certain programs. 7 The Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was passed by Congress and signed by the President on March 27, 2020, provided a mechanism to bill hours where our employees are ready and able to work but unable to access required facilities due to COVID-19.

Added

We believe in curating environments and providing resources that support the CACI community’s well-being. We cultivate a culture that prioritizes wellness and encourages a healthy, balanced, and thriving lifestyle. It is our desire to provide our employees innovative and accessible resources that support them on their well-being journey to become their best selves.

Removed

This support was subsequently extended through September 30, 2021 as part of the American Rescue Plan Act of 2021, which was signed into law on March 11, 2021. We continue to work with our customers to ensure provisions of the CARES Act are followed , as well as appropriate risk mitigation efforts and alternative work arrangements .

Added

Our mission is to educate, support, and empower employees through the delivery of a comprehensive well-being program. Our well-being program includes Flexible Time Off (FTO), which allows employees to better balance their work and personal commitments by providing them the opportunity to take time off as needed without a set number of maximum days per year.

Added

In addition, CACI supports the financial wellness of our employees by providing unlimited access to fiduciary advice at no cost to the employee, as well as a full suite of tools and educational opportunities to enable our employees to meet their financial goals.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

33 edited+5 added−4 removed114 unchanged

2022 filing

2023 filing

Biggest changeOur total backlog consists of funded and unfunded amounts. 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 contract options.

Biggest changeUnfunded 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 contract options. Our backlog may not result in actual revenues in any particular period, or at all, which could cause our actual results to differ materially and adversely from those anticipated.

These restrictions may significantly limit or prohibit us from engaging in certain transactions, and include the following: • incurring or guaranteeing certain amounts of additional debt; • paying dividends or other distributions to our stockholders or redeeming, repurchasing or retiring our capital stock in excess of specific limits; • making certain investments, loans and advances; • exceeding specific levels of liens on our assets; • issuing or selling equity in our subsidiaries; • transforming or selling certain assets currently held by us, including certain sale and lease-back transactions; 14 • amending or modifying certain agreements, including those related to indebtedness; and • engaging in certain mergers, consolidations or acquisitions.

These restrictions may significantly limit or prohibit us from engaging in certain transactions, and include the following: • incurring or guaranteeing certain amounts of additional debt; • paying dividends or other distributions to our stockholders or redeeming, repurchasing or retiring our capital stock in excess of specific limits; • making certain investments, loans and advances; • exceeding specific levels of liens on our assets; • issuing or selling equity in our subsidiaries; • transforming or selling certain assets currently held by us, including certain sale and lease-back transactions; • amending or modifying certain agreements, including those related to indebtedness; and • engaging in certain mergers, consolidations or acquisitions.

Depending upon the value of the matters affected, a performance problem that impacts our performance of a program or contract could cause our actual results to differ materially and adversely from those anticipated. 9 If we fail to establish and maintain important relationships with government entities and agencies, our ability to successfully bid for new business may be adversely affected.

Depending upon the value of the matters affected, a performance problem that impacts our performance of a program or contract could cause our actual results to differ materially and adversely from those anticipated. If we fail to establish and maintain important relationships with government entities and agencies, our ability to successfully bid for new business may be adversely affected.

A failure by one or more of our subcontractors to satisfactorily deliver on a timely basis the agreed-upon supplies, perform the agreed-upon services, or appropriately manage their vendors may materially and adversely impact our ability to perform our obligations as a prime contractor. 10 A subcontractor’s performance deficiency could result in the government terminating our contract for default.

A failure by one or more of our subcontractors to satisfactorily deliver on a timely basis the agreed-upon supplies, perform the agreed-upon services, or appropriately manage their vendors may materially and adversely impact our ability to perform our obligations as a prime contractor. A subcontractor’s performance deficiency could result in the government terminating our contract for default.

If our backlog estimate is inaccurate and we fail to realize those amounts as revenues, our future operating results could be materially and adversely affected. Employee misconduct, including security breaches, could result in the loss of customers and our suspension or debarment from contracting with the federal government.

If our backlog estimate is inaccurate and we fail to realize those amounts as revenues, our future operating results could be materially and adversely affected. 11 Employee misconduct, including security breaches, could result in the loss of customers and our suspension or debarment from contracting with the federal government.

The loss of any of our senior executives could cause us to lose customer relationships or new business opportunities, which could cause actual results to differ materially and adversely from those anticipated. 12 Our markets are highly competitive, and many of the companies we compete against have substantially greater resources.

The loss of any of our senior executives could cause us to lose customer relationships or new business opportunities, which could cause actual results to differ materially and adversely from those anticipated. Our markets are highly competitive, and many of the companies we compete against have substantially greater resources.

On rare occasions, these losses have been significant. In the event that we encounter such problems in the future, our actual results could differ materially and adversely from those anticipated. Our earnings and margins may vary based on the mix of our contracts and programs. At June 30, 2022, our backlog included cost reimbursable, time-and-materials and fixed-price contracts.

On rare occasions, these losses have been significant. In the event that we encounter such problems in the future, our actual results could differ materially and adversely from those anticipated. Our earnings and margins may vary based on the mix of our contracts and programs. At June 30, 2023, our backlog included cost reimbursable, time-and-materials and fixed-price contracts.

These risks include fluctuations in the value of the British pound and the Euro, longer payment cycles, changes in foreign tax laws and regulations and unexpected legislative, regulatory, economic or political changes. 16 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.

These risks include fluctuations in the value of the British pound and the Euro, longer payment cycles, changes in foreign tax laws and regulations and unexpected legislative, regulatory, economic or political changes. 15 The effects of health epidemics, pandemics and similar outbreaks may have material adverse effects on our business, financial position, results of operations and/or cash flows.

We have substantial investments in recorded goodwill as a result of prior acquisitions, and changes in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce our operating income. As of June 30, 2022, goodwill accounts for $4.1 billion of our recorded total assets.

We have substantial investments in recorded goodwill as a result of prior acquisitions, and changes in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce our operating income. As of June 30, 2023, goodwill accounts for $4.1 billion of our recorded total assets.

For further discussion, refer to “Business Environment and Industry Trends” in “Management’s Discussion and Analysis of Financial Condition & Results of Operations” in Part II of this Annual Report on Form 10-K. At times, we may continue to work without funding, and use our own internal funds in order to meet our customer’s desired delivery dates for expertise or technology.

For further discussion, refer to “Management’s Discussion and Analysis of Financial Condition & Results of Operations” in Part II of this Annual Report on Form 10-K. 8 At times, we may continue to work without funding, and use our own internal funds in order to meet our customer’s desired delivery dates for Expertise or Technology.

As of June 30, 2022, $533.0 million was outstanding under the Revolving Facility and $1,209.7 million was outstanding under the Term Loan. In addition, the terms of the Credit Facility allow us to incur additional indebtedness from other sources so long as we satisfy the covenants in the agreement governing the Credit Facility.

As of June 30, 2023, $525.0 million was outstanding under the Revolving Facility and $1,179.1 million was outstanding under the Term Loan. In addition, the terms of the Credit Facility allow us to incur additional indebtedness from other sources so long as we satisfy the covenants in the agreement governing the Credit Facility.

The federal government is our primary customer, with revenues from federal government contracts, either as a prime contractor or a subcontractor, accounting for 94.8% and 95.5% of our total revenues in fiscal 2022 and 2021, respectively. Specifically, we generated 69.8% and 69.3% of our total revenues in fiscal 2022 and 2021, respectively, from contracts with agencies of the DoD.

The federal government is our primary customer, with revenues from federal government contracts, either as a prime contractor or a subcontractor, accounting for 94.8% and 94.8% of our total revenues in fiscal 2023 and 2022, respectively. Specifically, we generated 71.9% and 69.8% of our total revenues in fiscal 2023 and 2022, respectively, from contracts with agencies of the DoD.

We conduct the majority of our international operations in the United Kingdom and the Netherlands. As a percentage of our total revenues, our international operations generated 3.1% and 2.9% in fiscal 2022 and 2021, respectively. Our international operations are subject to risks associated with operating in a foreign country.

We conduct the majority of our international operations in the U.K. and the Netherlands. As a percentage of our total revenues, our international operations generated 2.8% and 3.1% in fiscal 2023 and 2022, respectively. Our international operations are subject to risks associated with operating in a foreign country.

This competitive bidding process presents a number of risks, including the following: • we bid on programs before the completion of their design, which may result in unforeseen technological difficulties and cost overruns; • we expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win; • we may be unable to estimate accurately the resources and cost structure that will be required to service any contract we win; and • we may encounter expense and delay if our competitors protest or challenge awards of contracts to us in competitive bidding, and any such protest or challenge could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awarded contract.

Moreover, even if we are highly qualified to work on a particular new contract, we might not be awarded business because of the federal government’s policy and practice of maintaining a diverse contracting base. 9 This competitive bidding process presents a number of risks, including the following: • we bid on programs before the completion of their design, which may result in unforeseen technological difficulties and cost overruns; • we expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win; • we may be unable to estimate accurately the resources and cost structure that will be required to service any contract we win; and • we may encounter expense and delay if our competitors protest or challenge awards of contracts to us in competitive bidding, and any such protest or challenge could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awarded contract.

Our failure to comply with these or other laws and regulations could result in contract termination, loss of security clearances, suspension or debarment from contracting with the federal government, civil fines and damages and criminal prosecution and penalties, any of which could cause our actual results to differ materially and adversely from those anticipated.

One of our key growth strategies has been to selectively pursue acquisitions. Through acquisitions, we have expanded our base of federal government customers, increased the range of solutions we offer to our customers and deepened our penetration of existing markets and customers. We may encounter difficulty identifying and executing suitable acquisitions.

Through acquisitions, we have expanded our base of federal government customers, increased the range of solutions we offer to our customers and deepened our penetration of existing markets and customers. We may encounter difficulty identifying and executing suitable acquisitions.

If we were suspended or debarred from contracting with the federal government or any significant agency in the intelligence community or the DoD, if our reputation or relationship with government agencies was impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, prospects, financial condition and operating results would be materially and adversely affected. 8 Our business could be adversely affected by delays caused by our competitors protesting major contract awards received by us, resulting in the delay of the initiation of work.

Because we derive substantially all of our revenues from contracts with the federal government, we believe that the success and development of our business will continue to depend on our successful participation in federal government contract programs.

Our business could be adversely affected by changes in spending levels or budgetary priorities of the federal government. Because we derive substantially all of our revenues from contracts with the federal government, we believe that the success and development of our business will continue to depend on our successful participation in federal government contract programs.

Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our actual results could differ materially and adversely from those anticipated. 15 The systems and networks that we maintain for our customers, although highly redundant in their design, could also fail.

Our earnings and margins may therefore vary materially and adversely depending on the relative mix of contract types, the costs incurred in their performance, the achievement of other performance objectives and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined. 13 Risks Related to our Acquisitions We may have difficulty identifying and executing acquisitions on favorable terms and therefore may grow at a slower rate than we historically have grown.

Moreover, our revenues and operating results could differ materially and adversely from those anticipated if any prime contractor or teammate chose to offer directly to the customer services of the type that we provide or if they team with other companies to provide those services. 11 We may not receive the full amounts authorized under the contracts included in our backlog, which could reduce our revenue s in future periods below the levels anticipated.

In the competitive environment in which we operate as a government contractor, the lack of pricing leverage and ability to renegotiate long-term, multi-year contracts, could reduce our profits, disrupt our business, or otherwise materially adversely affect our results of operations. 12 We may lose money or generate less than anticipated profits if we do not accurately estimate the cost of an engagement which is conducted on a fixed-price basis.

These changes could impair our ability to obtain new contracts or win re-competed contracts or adversely affect our future profit margin. Any new contracting methods could be costly or administratively difficult for us to satisfy and, as a result, could cause actual results to differ materially and adversely from those anticipated.

Any new contracting methods could be costly or administratively difficult for us to satisfy and, as a result, could cause actual results to differ materially and adversely from those anticipated. 10 Restrictions on or other changes to the federal government’s use of service contracts may harm our operating results.

In the event a bid protest is unsuccessful, the resulting delay in the startup and funding of the work under these contracts may cause our actual results to differ materially and adversely from those anticipated. Our business could be adversely affected by changes in spending levels or budgetary priorities of the federal government.

Bid protests may result in an increase in expenses related to obtaining contract awards or an unfavorable modification or loss of an award. In the event a bid protest is unsuccessful, the resulting delay in the startup and funding of the work under these contracts may cause our actual results to differ materially and adversely from those anticipated.

If a system or network we maintain were to fail or experience service interruptions, we might experience loss of revenue s or face claims for damages or contract termination.

The systems and networks that we maintain for our customers, although highly redundant in their design, could also fail. If a system or network we maintain were to fail or experience service interruptions, we might experience loss of revenues or face claims for damages or contract termination.

Risks Related to our Indebtedness Our senior secured credit facility (the Credit Facility) imposes certain restrictions on our ability to take certain actions which may have an impact on our business, operating results and financial condition. The Credit Facility imposes certain operating and financial restrictions on us and requires us to meet certain financial covenants.

If there is an impairment, we would be required to write down the recorded amount of goodwill, which would be reflected as a charge against operating income. 13 Risks Related to our Indebtedness Our senior secured credit facility (the Credit Facility) imposes certain restrictions on our ability to take certain actions which may have an impact on our business, operating results and financial condition.

Our backlog may not result in actual revenues in any particular period, or at all, which could cause our actual results to differ materially and adversely from those anticipated. The maximum contract value specified under a government contract or task order awarded to us is not necessarily indicative of the revenues that we will realize under that contract.

The maximum contract value specified under a government contract or task order awarded to us is not necessarily indicative of the revenues that we will realize under that contract.

The government may face restrictions from new legislation, regulations or government union pressures, on the nature and amount of services the government may obtain from private contractors (i.e., insourcing versus outsourcing). Any reduction in the government’s use of private contractors to provide federal services could cause our actual results to differ materially and adversely from those anticipated.

We derive a significant amount of revenues from service contracts with the federal government. The government may face restrictions from new legislation, regulations or government union pressures, on the nature and amount of services the government may obtain from private contractors (i.e., insourcing versus outsourcing).

Any costs found to be improperly allocated or assigned to contracts will not be reimbursed, and any such costs already reimbursed must be refunded and certain penalties may be imposed.

They also evaluate the adequacy of internal controls over our business systems, including our purchasing, accounting, estimating, earned value management, and government property systems. Any costs found to be improperly allocated or assigned to contracts will not be reimbursed, and any such costs already reimbursed must be refunded and certain penalties may be imposed.

Our contracts and administrative processes and systems are subject to audits and cost adjustments by the federal government, which could reduce our revenues, disrupt our business, or otherwise adversely affect our operating results. Federal government agencies, including the DCAA and the Defense Contract Management Agency (DCMA), routinely audit and investigate government contracts and government contractors’ administrative processes and systems.

Any reduction in the government’s use of private contractors to provide federal services could cause our actual results to differ materially and adversely from those anticipated. Our contracts and administrative processes and systems are subject to audits and cost adjustments by the federal government, which could reduce our revenues, disrupt our business, or otherwise adversely affect our operating results.

These agencies review our performance on contracts, pricing practices, cost structure and compliance with applicable laws, regulations and standards. They also evaluate the adequacy of internal controls over our business systems, including our purchasing, accounting, estimating, earned value management, and government property systems.

Federal government agencies, including the DCAA and the Defense Contract Management Agency (DCMA), routinely audit and investigate government contracts and government contractors’ administrative processes and systems. These agencies review our performance on contracts, pricing practices, cost structure and compliance with applicable laws, regulations and standards.

We may lose money or generate less than anticipated profits if we do not accurately estimate the cost of an engagement which is conducted on a fixed-price basis. We generated 29.4% and 29.3% of our total revenues in fiscal 2022 and 2021, respectively, from fixed-price contracts. Fixed-price contracts require us to price our contracts by predicting our expenditures in advance.

We generated 30.2% and 29.4% of our total revenues in fiscal 2023 and 2022, respectively, from fixed-price contracts. Fixed-price contracts require us to price our contracts by predicting our expenditures in advance.

The number of bid protests of contract awards by unsuccessful bidders is increasing and the U.S. government is taking longer to resolve such protests. Bid protests may result in an increase in expenses related to obtaining contract awards or an unfavorable modification or loss of an award.

Our business could be adversely affected by delays caused by our competitors protesting major contract awards received by us, resulting in the delay of the initiation of work. The number of bid protests of contract awards by unsuccessful bidders is increasing and the U.S. government is taking longer to resolve such protests.

Removed

The net effect of such programs may reduce the number of bidding opportunities available to us. Moreover, even if we are highly qualified to work on a particular new contract, we might not be awarded business because of the federal government’s policy and practice of maintaining a diverse contracting base.

Added

The net effect of such programs may reduce the number of bidding opportunities available to us.

Removed

Restrictions on or other changes to the federal government’s use of service contracts may harm our operating results. We derive a significant amount of revenues from service contracts with the federal government.

Added

These changes could impair our ability to obtain new contracts or win re-competed contracts or adversely affect our future profit margin.

Removed

If there is an impairment, we would be required to write down the recorded amount of goodwill, which would be reflected as a charge against operating income.

Added

We may not receive the full amounts authorized under the contracts included in our backlog, which could reduce our revenues in future periods below the levels anticipated. Our total backlog consists of funded and unfunded amounts. Funded backlog represents contract value for which funding has been appropriated less revenues previously recognized on these contracts.

Removed

Systems failures may disrupt our business and have an adverse effect on our operating results.

Added

Risks Related to our Acquisitions We may have difficulty identifying and executing acquisitions on favorable terms and therefore may grow at a slower rate than we historically have grown. One of our key growth strategies has been to selectively pursue acquisitions.

Added

The Credit Facility imposes certain operating and financial restrictions on us and requires us to meet certain financial covenants.

Item 2. Properties

Properties — owned and leased real estate

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2022 filing

2023 filing

Biggest changeItem 2. Properties As of June 30, 2022, we leased building space (including offices, manufacturing plants, warehouses, laboratories and other facilities) at 138 U.S. locations containing an aggregate of approximately 3.6 million square feet located in 29 states and the District of Columbia.

Biggest changeItem 2. Properties As of June 30, 2023, we leased building space (including offices, manufacturing plants, warehouses, laboratories and other facilities) at 134 U.S. locations containing an aggregate of approximately 3.5 million square feet located in 28 states and the District of Columbia.

In five countries outside the U.S., we leased office space at 18 locations containing an aggregate of approximately 0.1 million square feet. Our corporate headquarters is located at 12021 Sunset Hills Road, Reston, Virginia. We believe our facilities are in good condition and adequate for their current use.

In five countries outside the U.S., we leased office space at 12 locations containing an aggregate of approximately 0.1 million square feet. Our corporate headquarters is located at 12021 Sunset Hills Road, Reston, Virginia. We believe our facilities are in good condition and adequate for their current use.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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2022 filing

2023 filing

Biggest changeOn March 19, 2013, the Court granted a motion for reconsideration filed by Defendants with respect to the statute of limitations applicable to the common law tort claims of three of the four Plaintiffs, and dismissed those claims.

Biggest changeOn March 28, 2013, Plaintiffs filed a Third Amended Complaint, and on April 15, 2013, Defendant CACI Premier Technology, Inc. moved to dismiss the conspiracy claims in the Third Amended Complaint. 16 On March 19, 2013, the Court granted a motion for reconsideration filed by Defendants with respect to the statute of limitations applicable to the common law tort claims of three of the four Plaintiffs, and dismissed those claims.

Plaintiffs’ action was originally filed in 2009 in U.S. District Court for the District of Columbia, but was voluntarily dismissed without prejudice in September 2011 after the Supreme Court denied certiorari in Saleh v. Titan Corp. and Ibrahim v. Titan Corp., 580 F.3d 1 (D.C. Cir. 2009). 19 The CACI Defendants have moved to dismiss the complaint.

Plaintiffs’ action was originally filed in 2009 in U.S. District Court for the District of Columbia, but was voluntarily dismissed without prejudice in September 2011 after the Supreme Court denied certiorari in Saleh v. Titan Corp. and Ibrahim v. Titan Corp., 580 F.3d 1 (D.C. Cir. 2009). The CACI Defendants have moved to dismiss the complaint.

On October 25, 2021, plaintiffs’ counsel filed a memorandum stating that he was in communication with 46 plaintiffs or their representatives. Item 4. Mine Safety Disclosures Not Applicable. 20 PART II

On February 28, 2019, CACI filed a motion seeking dismissal on grounds of derivative sovereign immunity. 18 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.

On February 28, 2019, CACI filed a motion seeking dismissal on grounds of derivative sovereign immunity. 17 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.

Also on July 18, 2022, CACI filed a second motion to dismiss for lack of subject matter jurisdiction on the grounds that three decisions issued by the Supreme Court in June 2022 demonstrate that courts should not recognize claims under the ATS that arise out of the United States’ prosecution of war. Abbass, et al v.

The action returned to the district court for further proceedings. 17 On October 12, 2012, the district court conducted a status conference at which the court asked the parties to prepare and submit a plan for discovery in the action. The parties subsequently filed a joint discovery plan, which the court approved.

On October 12, 2012, the district court conducted a status conference at which the court asked the parties to prepare and submit a plan for discovery in the action. The parties subsequently filed a joint discovery plan, which the court approved.

On May 11, 2012, the Court of Appeals, in an 11-3 decision, held that it lacked jurisdiction over the appeal and dismissed the appeal.

On May 11, 2012, the Court of Appeals, in an 11-3 decision, held that it lacked jurisdiction over the appeal and dismissed the appeal. The action returned to the district court for further proceedings.

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.

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. 18 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.

Before deciding the motion to dismiss, the district court stayed the action pending a decision from the Court of Appeals in Al Shimari v. L-3 Services, Inc. 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.

Before deciding the motion to dismiss, the district court stayed the action pending a decision from the Court of Appeals in Al Shimari v. L-3 Services, Inc.

Removed

On March 28, 2013, Plaintiffs filed a Third Amended Complaint, and on April 15, 2013, Defendant CACI Premier Technology, Inc. moved to dismiss the conspiracy claims in the Third Amended Complaint.

Added

On July 31, 2023, in a decision currently under seal the District Court denied CACI’s July 2021 and July 2022 motions to dismiss. Abbass, et al v.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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2022 filing

2023 filing

Biggest changeThe following table provides certain information with respect to our purchases of shares of CACI International Inc’s common stock during the three months ended June 30, 2022: 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 April 2022 8,141 $ 305.16 1,293,466 206,534 May 2022 — — — — June 2022 — — — — Total 8,141 $ 305.16 1,293,466 The following graph compares the cumulative five-year total return to shareholders on CACI International Inc’s common stock relative to the cumulative total returns of the Russell 1000 index and the Dow Jones U.S.

Biggest changeThe following table provides certain information with respect to our purchases of shares of CACI International Inc’s common stock during the three months ended June 30, 2023: 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) April 2023 9,193 $ 303.14 9,193 1,746,170 May 2023 — — — — June 2023 — — — — Total 9,193 $ 303.14 9,193 ______________________ (1) Number of shares determined based on the closing price of $340.84 as of June 30, 2023.

As of July 27, 2022, the number of stockholders of record of our common stock was approximately 174. The number of stockholders of record is not representative of the number of beneficial stockholders due to the fact that many shares are held by depositories, brokers, or nominees.

As of July 27, 2023, the number of stockholders of record of our common stock was approximately 161. The number of stockholders of record is not representative of the number of beneficial stockholders due to the fact that many shares are held by depositories, brokers, or nominees.

Computer Services Total Stock Market index. The graph assumes that the value of the investment in our common stock and in each of the indexes (including reinvestment of dividends) was $100 on June 30, 2017 and tracks it through June 30, 2022. $100 invested on 6/30/17 in stock or index—including reinvestment of dividends. Fiscal year ending June 30.

The graph assumes that the value of the investment in our common stock and in each of the indexes (including reinvestment of dividends) was $100 on June 30, 2018 and tracks it through June 30, 2023. $100 invested on 6/30/18 in stock or index—including reinvestment of dividends.

Computer Services Index $ 100.00 $ 109.10 $ 118.26 $ 114.57 $ 152.59 $ 138.00 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 21 Item 6. [Reserved]

Computer Services Index $ 100.00 $ 108.39 $ 105.01 $ 139.86 $ 126.48 $ 130.46 The stock price performance included in this graph is not necessarily indicative of future stock price performance. Item 6. [Reserved]

Removed

June 30, 2017 2018 2019 2020 2021 2022 CACI International Inc $ 100.00 $ 134.79 $ 163.61 $ 173.43 $ 204.01 $ 225.33 Russell 1000 $ 100.00 $ 114.54 $ 126.01 $ 135.44 $ 193.78 $ 168.52 Dow Jones U.S.

Added

The following graph compares the cumulative five-year total return to shareholders on CACI International Inc’s common stock relative to the cumulative total returns of the Russell 1000 index and the Dow Jones U.S. Computer Services Total Stock Market index.

Added

Fiscal year ending June 30. 20 June 30, 2018 2019 2020 2021 2022 2023 CACI International Inc $ 100.00 $ 121.38 $ 128.67 $ 151.36 $ 167.18 $ 202.22 Russell 1000 $ 100.00 $ 110.02 $ 118.25 $ 169.18 $ 147.13 $ 175.62 Dow Jones U.S.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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2022 filing

2023 filing

Biggest changeA summary of cash flow information is presented below: Year Ended June 30, 2022 2021 (dollar in thousands) Net cash provided by operating activities $ 745,554 $ 592,215 Net cash used in investing activities (689,149 ) (426,646 ) Net cash used in financing activities (21,209 ) (190,596 ) Effect of exchange rate changes on cash (8,423 ) 5,822 Net change in cash and cash equivalents 26,773 (19,205 ) Net cash provided by operating activities increased $153.3 million primarily as a result of a $264.2 million reduction in cash paid for income taxes, partially offset by a $52.5 million benefit in the prior year from deferrals of employer related social security taxes under the CARES Act compared to a payment of $46.5 million in the current year.

Biggest changeSee “Note 6 – Sales of Receivables” and “Note 12 – Debt” in Part II of this Annual Report on Form 10-K for additional information. 24 A summary of cash flow information is presented below: Year Ended June 30, 2023 2022 (dollar in thousands) Net cash provided by operating activities $ 388,056 $ 745,554 Net cash used in investing activities (75,717) (689,149) Net cash used in financing activities (316,108) (21,209) Effect of exchange rate changes on cash and cash equivalents 4,741 (8,423) Net change in cash and cash equivalents 972 26,773 Net cash provided by operating activities decreased $357.5 million primarily as a result of a $341.3 million increase in cash paid for income taxes, higher interest payments and net unfavorable changes in operating assets and liabilities driven by the timing of vendor payments, partially offset by higher cash received from the Company ’ s MARPA.

Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recently Adopted and Issued Accounting Pronouncements See “Note 3 – Recent Accounting Pronouncements” in Part II of this Annual Report on Form 10-K for additional information.

Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. 26 Recently Adopted and Issued Accounting Pronouncements See “Note 3 – Recent Accounting Pronouncements” in Part II of this Annual Report on Form 10-K for additional information.

If multiple performance obligations are identified, we generally use the cost plus a margin approach to determine the relative standalone selling price of each performance obligation. When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract.

If multiple performance obligations are identified, we generally use the cost plus a margin approach to determine the relative standalone selling price of each performance obligation. 25 When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract.

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 Across our addressable market, we provide expertise and technology to government enterprise and mission customers.

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 enterprise and mission customers.

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.

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.

During the fourth quarter of fiscal 2022, we completed our annual goodwill assessment and determined that each reporting unit’s fair value significantly exceeded its carrying value.

During the fourth quarter of fiscal 2023, we completed our annual goodwill assessment and determined that each reporting unit’s fair value significantly exceeded its carrying value.

Some of our key initiatives include the following: • Continue to grow organic revenues across our large, addressable market; • Deliver strong profitability and robust cash flows from operations; • Differentiate ourselves through our investments, including our strategic mergers and acquisition program, allowing us to enhance our current capabilities and create new customer access points; • Recruit and hire a world class workforce to execute on our growing backlog; and • Continue our unwavering commitment to our customers while supporting the communities in which we work and live.

Some of our key initiatives include the following: • Continue to grow organic revenues across our large, addressable market; • Deliver strong profitability and robust cash flow; • Differentiate ourselves through our investments, including our strategic mergers and acquisition program, allowing us to enhance our current capabilities and create new customer access points; • Recruit, hire, train, and retain a world class workforce to execute on our growing backlog; and • Continue our unwavering commitment to our customers while supporting the communities in which we work and live.

Based on this analysis, an adjustment to the period end balance may be required. 24 Revenue s by Contract Type The Company generates revenues under three basic contract types: • Cost-plus-fee contracts : This contract type provides for reimbursement of allowable direct expenses and allocable indirect expenses plus an additional negotiated fee.

Based on this analysis, an adjustment to the period end balance may be required. 23 Revenues by Contract Type The Company generates revenues under three basic contract types: • Cost-plus-fee contracts : This contract type provides for reimbursement of allowable direct expenses and allocable indirect expenses plus an additional negotiated fee.

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.

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 Master Accounts Receivable Purchase Agreement and available borrowings under our Credit Facility. As of June 30, 2022, we had $114.8 million in cash and cash equivalents.

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 Master Accounts Receivable Purchase Agreement (MARPA) and available borrowings under our Credit Facility. As of June 30, 2023, we had $115.8 million in cash and cash equivalents.

Budgetary Environment We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. On March 15, 2022, the President signed into law the omnibus appropriations bill that provides full-year funding for the government fiscal year ending September 30, 2022 (GFY22).

Budgetary Environment We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. On December 29, 2022, the President signed into law the omnibus appropriations bill that provided full-year funding for the government fiscal year (GFY) ending September 30, 2023 (GFY23).

As of June 30, 2022, $1,209.7 million was outstanding under the Term Loan, $533.0 million was outstanding under the Revolving Facility and no borrowings on the swing line.

As of June 30, 2023, $1,179.1 million was outstanding under the Term Loan, $525.0 million was outstanding under the Revolving Facility and no borrowings on the swing line.

Interest rates applicable to loans under the Credit Facility are floating interest rates that, at our option, equal a base rate or a Eurodollar rate calculated based on the London Interbank Offered Rate (“LIBOR”) plus, in each case, an applicable margin based upon our consolidated total net leverage ratio.

Interest rates applicable to loans under the Credit Facility are floating interest rates that, at our option, equal a base rate or a Secured Overnight Financing Rate (SOFR) rate, plus in each case, an applicable margin based upon our consolidated total net leverage ratio.

The increase in revenues was primarily attributable to revenues from the four acquisitions completed in fiscal 2022. 23 R evenue s by customer type with related percentages of revenue s were as follows : Year Ended June 30, 2022 2021 Dollars Percent Dollars Percent (dollars in thousands) Department of Defense $ 4,331,327 69.8 % $ 4,185,292 69.3 % Federal Civilian Agencies 1,549,791 25.0 1,585,672 26.2 Commercial and other 321,799 5.2 273,171 4.5 Total $ 6,202,917 100.0 % $ 6,044,135 100.0 % • 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 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.

The increase in revenues was primarily attributable to organic growth of 6.1% and revenues from the acquisitions completed in fiscal 2022. 22 Revenues by customer type with related percentages of revenues were as follows: Year Ended June 30, 2023 2022 Dollars Percent Dollars Percent (dollars in thousands) Department of Defense $ 4,817,470 71.9 % $ 4,331,327 69.8 % Federal Civilian Agencies 1,533,295 22.9 1,549,791 25.0 Commercial and other 351,781 5.2 321,799 5.2 Total $ 6,702,546 100.0 % $ 6,202,917 100.0 % • 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 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.

As of June 30, 2022, the Company had total backlog of $23.3 billion, compared with $24.2 billion a year ago, a decrease of 3.7%. Funded backlog as of June 30, 2022 was $3.2 billion. The total backlog consists of remaining performance obligations plus unexercised options.

As of June 30, 2023, the Company had total backlog of $25.8 billion, compared with $23.3 billion a year ago, an increase of 10.7%. Funded backlog as of June 30, 2023 was $3.7 billion. The total backlog consists of remaining performance obligations plus unexercised options.

We generated the following revenues by contract type for the periods presented: Year Ended June 30, 2022 2021 2020 Dollars Percent Dollars Percent Dollars Percent (dollars in thousands) Cost-plus-fee $ 3,632,359 58.6 % $ 3,504,838 58.0 % $ 3,274,707 57.2 % Fixed-price 1,823,221 29.4 1,769,841 29.3 1,629,475 28.5 Time-and-materials 747,337 12.0 769,456 12.7 815,860 14.3 Total $ 6,202,917 100.0 % $ 6,044,135 100.0 % $ 5,720,042 100.0 % Effects of Inflation During fiscal 2022, 58.6% of our revenues was generated under cost-reimbursable contracts which automatically adjust revenues to cover costs that are affected by inflation. 12.0% of our revenues was generated under time-and-materials contracts where we adjust labor rates periodically, as permitted.

We generated the following revenues by contract type for the periods presented: Year Ended June 30, 2023 2022 Dollars Percent Dollars Percent (dollars in thousands) Cost-plus-fee $ 3,896,725 58.1 % $ 3,632,359 58.6 % Fixed-price 2,023,968 30.2 1,823,221 29.4 Time-and-materials 781,853 11.7 747,337 12.0 Total $ 6,702,546 100.0 % $ 6,202,917 100.0 % Effects of Inflation During fiscal 2023, 58.1% of our revenues were generated under cost-reimbursable contracts which automatically adjust revenues to cover costs that are affected by inflation. 11.7% of our revenues were generated under time-and-materials contracts where we adjust labor rates periodically, as permitted.

The increase in depreciation and amortization was primarily attributable to intangible amortization from the four acquisitions completed in fiscal 2022 and increased depreciation from higher property and equipment balances. Interest Expense and Other, Net .

Depreciation and Amortization . The increase in depreciation and amortization was primarily attributable to depreciation from the Company’s higher average property and equipment and intangible amortization from the acquisitions completed in fiscal 2022. Interest Expense and Other, Net . The increase in interest expense and other, net was primarily attributable to higher interest rates on outstanding debt. Income Taxes .

We evaluate goodwill for both of our reporting units for impairment at least annually on the first day of the fiscal fourth quarter, or whenever events or circumstances indicate that the carrying value may not be recoverable.

Goodwill and intangible assets, net represent 69.6% and 70.0% of our total assets as of June 30, 2023 and June 30, 2022, respectively. We evaluate goodwill for both of our reporting units for impairment at least annually on the first day of the fiscal fourth quarter, or whenever events or circumstances indicate that the carrying value may not be recoverable.

During the measurement period, not to exceed one year from the acquisition date, we may adjust provisional amounts recorded to reflect new information subsequently obtained regarding facts and circumstances that existed as of the acquisition date. 27 Goodwill and Intangible Assets Goodwill represents the excess of the fair value of consideration paid for an acquisition over the fair value of the net assets acquired and liabilities assumed as of the acquisition date.

Although we believe that the estimates are reasonable based on reasonably available facts, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods may differ. 26 We believe the following accounting policies require significant judgment due to the complex nature of the underlying transactions: Revenue Recognition The Company generates almost all of our revenues from three different types of contractual arrangements with the U.S. government: cost-plus-fee, fixed-price, and time-and-materials contracts.

We believe the following accounting policies require significant judgment due to the complex nature of the underlying transactions: Revenue Recognition The Company generates almost all of our revenues from three different types of contractual arrangements with the U.S. government: cost-plus-fee, fixed-price, and time-and-materials contracts.

Direct Costs . The increase in direct costs was primarily attributable to the four acquisitions completed in fiscal 2022. As a percentage of revenues, total direct costs were 65.3% and 65.0% for fiscal 2022 and 2021, respectively. Direct costs include direct labor, subcontractor costs, materials, and other direct costs. Indirect Costs and Selling Expenses .

Direct Costs . The increase in direct costs was primarily attributable to direct labor costs from organic growth on existing programs and higher materials and other direct costs. As a percentage of revenues, total direct costs were 65.7% and 65.3% for fiscal 2023 and 2022, respectively. Direct costs include direct labor, subcontractor costs, materials, and other direct costs.

Additional factors that could affect USG spending in our addressable market include changes in set-asides for small businesses, changes in budget priorities as a result of the COVID-19 pandemic, and budgetary priorities limiting or delaying federal government spending in general. Impact of COVID-19 We continue to take steps to mitigate the impact of COVID-19 on our employees and our business.

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 limiting or delaying federal government spending in general.

The increase in indirect costs was primarily attributable to the four acquisitions completed in fiscal 2022 and to an increase in fringe benefit expenses. As a percentage of revenues, total indirect costs were 24.5% and 24.0% for fiscal 2022 and 2021, respectively. Depreciation and Amortization .

Indirect Costs and Selling Expenses . The increase in indirect costs was primarily attributable to the incremental costs of running the businesses acquired in fiscal year 2022 and an increase in fringe benefit expenses on a higher labor base. As a percentage of revenues, total indirect costs were 23.7% and 24.5% for fiscal 2023 and 2022, respectively.

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 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.

For a discussion of these items, see “Note 19 – Commitments and Contingencies” in Part II of this Annual Report on Form 10-K.

Commitments and Contingencies We are subject to a number of reviews, investigations, claims, lawsuits, other uncertainties and future obligations related to our business. For a discussion of these items, see “Note 19 – Commitments and Contingencies” in Part II of this Annual Report on Form 10-K.

During those periods of time when appropriations bills have not been passed and signed into law, government agencies operate under a continuing resolution (CR). On September 30, 2021, the President signed a CR, a temporary measure allowing the government to continue operations through December 3, 2021 at prior year funding levels.

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. 21 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.

We recognize purchased intangible assets in connection with our business acquisitions at fair value on the acquisition date. Goodwill and intangible assets, net represent 70.0% and 66.6% of our total assets as of June 30, 2022, and June 30, 2021, respectively.

Goodwill and Intangible Assets Goodwill represents the excess of the fair value of consideration paid for an acquisition over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. We recognize purchased intangible assets in connection with our business acquisitions at fair value on the acquisition date.

See “Note 6 – Sales of Receivables” and “Note 12 – Debt” in Part II of this Annual Report on Form 10-K for additional information. 25 On January 1, 2022, a provision of the Tax Cuts and Jobs Act of 2017 went into effect which eliminates the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years.

During fiscal year 2023, a provision of the Tax Cuts and Jobs Act of 2017 (TCJA) went into effect which eliminated the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to capitalize and amortize such costs over five years.

The effective income tax rate increased primarily as a result of the tax benefit recognized from the method changes elected at the end of fiscal 2021. See “Note 16 – Income Taxes” in Part II of this Annual Report on Form 10-K for additional information.

The effective tax rate for fiscal 2022 was favorably impacted primarily by federal research tax credits and the remeasurement of state deferred taxes. See “Note 16 – Income Taxes” in Part II of this Annual Report on Form 10-K for additional information.

Results of Operations Our results of operations were as follows: Year Ended June 30, Year to Year Change 2022 2021 2021 to 2022 Dollars Dollars Percent (dollar in thousands) Revenues $ 6,202,917 $ 6,044,135 $ 158,782 2.6 % Costs of revenues: Direct costs 4,051,188 3,930,707 120,481 3.1 Indirect costs and selling expenses 1,520,719 1,448,614 72,105 5.0 Depreciation and amortization 134,681 125,363 9,318 7.4 Total costs of revenues 5,706,588 5,504,684 201,904 3.7 Income from operations 496,329 539,451 (43,122 ) (8.0 ) Interest expense and other, net 41,757 39,836 1,921 4.8 Income before income taxes 454,572 499,615 (45,043 ) (9.0 ) Income taxes 87,778 42,172 45,606 108.1 Net income $ 366,794 $ 457,443 $ (90,649 ) (19.8 ) Revenues .

Results of Operations Our results of operations were as follows: Year Ended June 30, Year to Year Change 2023 2022 2022 to 2023 Dollars Dollars Percent (dollar in thousands) Revenues $ 6,702,546 $ 6,202,917 $ 499,629 8.1 % Costs of revenues: Direct costs 4,402,728 4,051,188 351,540 8.7 Indirect costs and selling expenses 1,590,754 1,520,719 70,035 4.6 Depreciation and amortization 141,564 134,681 6,883 5.1 Total costs of revenues 6,135,046 5,706,588 428,458 7.5 Income from operations 567,500 496,329 71,171 14.3 Interest expense and other, net 83,861 41,757 42,104 100.8 Income before income taxes 483,639 454,572 29,067 6.4 Income taxes 98,904 87,778 11,126 12.7 Net income $ 384,735 $ 366,794 $ 17,941 4.9 Revenues .

Of the total approximately $1.5 trillion in discretionary funding, approximately $782 billion is for national defense and approximately $730 billion is for nondefense. These defense and nondefense funding levels represent increases of 5.6% and 6.7%, respectively, over GFY21 enacted levels.

The defense and nondefense funding levels represent increases of approximately 10% and 6%, respectively, over GFY22 enacted levels, which themselves were increases of approximately 6% and 7%, respectively, over GFY21.

Approximately 70% of our revenue comes from defense-related customers, including those in the Intelligence Community (IC), with additional revenue coming from non-defense IC, homeland security, and other federal civilian customers. 22 We continue to align the Company’s capabilities with well-funded budget priorities and took steps to maintain a competitive cost structure in line with our expectations of future business opportunities.

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 70% of our revenue comes from defense-related customers, including those in the Intelligence Community (IC), with additional revenue coming from non-defense IC, homeland security, and other federal civilian customers.

Net cash used in financing activities decreased $169.4 million primarily as a result of a $499.3 million reduction in repurchases of common stock, partially offset by a $329.0 million decrease in net borrowings under our Credit Facility.

Net cash used in financing activities increased $294.9 million primarily as a result of a $263.5 million increase in repurchases of common stock, and a $38.7 million increase in net repayments under our Credit Facility.

Net cash used in investing activities increased $262.5 million primarily as a result of a $259.2 million increase in cash used in acquisitions of businesses.

Net cash used in investing activities decreased $613.4 million primarily as a result of a $601.0 million decrease in cash used in acquisitions of businesses and a $10.8 million decrease in capital expenditures.

This discussion contains forward-looking statements that involve risks and uncertainties. Unless otherwise specifically noted, all years refer to our fiscal year which ends on June 30. Overview We are a leading provider of Expertise and Technology to Enterprise and Mission customers, supporting national security missions and government modernization/transformation in the intelligence, defense, and federal civilian sectors, both domestically and internationally.

This discussion contains forward-looking statements that involve risks and uncertainties. Unless otherwise specifically noted, all years refer to our fiscal year which ends on June 30. In this section, we discuss our financial condition, changes in financial condition and results of our operations for fiscal 2023 compared to fiscal 2022.

Congress may defer, modify, or repeal the provision, but the ultimate outcome is uncertain. If no new legislation is passed, the provision would go into effect for the Company’s fiscal year ending June 30, 2023 and is expected to decrease cash flows from operations by approximately $ 95 .0 million and increase net deferred tax assets by a similar amount.

This provision decreased fiscal year 2023 cash flows from operations by $95.0 million and increased net deferred tax assets by a similar amount. Although it is possible that Congress amends this provision, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision.

Removed

GFY22 defense spending in fact increased both over the President’s GFY22 budget request and the National Defense Authorization Act (NDAA) passed by Congress on December 27, 2021. Defense spending has generally increased over the last several years, and given the current global threat environment, including the conflict in Ukraine, this trend is likely to continue in GFY23.

Added

For a discussion and analysis comparing our results for fiscal 2022 to fiscal 2021, see our Annual Report on Form 10-K for fiscal 2022, filed with the SEC on August 11, 2022, under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Overview We are a leading provider of Expertise and Technology to Enterprise and Mission customers, supporting national security missions and government modernization/transformation in the intelligence, defense, and federal civilian sectors, both domestically and internationally.

Removed

In fact, the President’s initial GFY23 budget proposal calls for an increase in aggregate defense spending of approximately 4% from GFY22 levels. In addition, funding for intelligence programs, including Military Intelligence Programs (MIP) and National Intelligence Programs (NIP), as well as cybersecurity-related programs, is also projected to increase in both GFY22 and GFY23.

Added

Of the total approximately $1.7 trillion in discretionary funding, approximately $858 billion was for national defense and approximately $773 billion was for nondefense, as well as an additional $47 billion of supplemental funding for Ukraine.

Removed

A second CR was signed on December 3, 2021 that funded government operations through February 18, 2022, and a third CR was signed on February 18, 2022 to fund government operations until the final omnibus bill was passed and signed.

Added

On March 9, 2023, the President released his budget request for GFY24, which called for an increase in defense spending of approximately 3% and an increase in nondefense spending of approximately 8% over GFY23 levels.

Removed

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.

Added

On June 3, 2023, the President signed into law legislation that suspends the federal debt limit until January 2025 and caps discretionary spending in GFY24 and GFY25.

Removed

Based on the analysis of an independent market consultant retained by the Company, we believe that the total addressable market for our offerings is approximately $240 billion. Our addressable market is expected to continue to grow over the next several years.

Added

Specifically, GFY24 defense spending is capped at $886 billion, an increase of 3% and in-line with the President’s budget request, and GFY24 nondefense spending is capped at levels similar to GFY22 (though after various adjustments may be essentially flat with GFY23 levels). For GFY25, discretionary spending growth (both defense and nondefense) is capped at 1%.

Removed

The impact of the continued spread of COVID-19 on our business will depend on future developments, which are uncertain and cannot be predicted, as well as other known factors outside our control. The surge of the Omicron variant of COVID-19, for example, resulted in increased positive cases broadly, including within the employee base of some of our government customers.

Added

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, including the conflict in Ukraine.

Removed

As a result, some of our government customers have limited in-person meetings, reduced access to customer facilities, and have seen impacts to the normal operation of their business. We continue to work with our customers to implement appropriate risk mitigation efforts and alternative work arrangements, as necessary.

Added

The Company ’ s effective income tax rate was 20.4% and 19.3% for fiscal 2023 and 2022, respectively. The effective tax rate for fiscal 2023 was favorably impacted by research and development tax credits and the remeasurement of state deferred taxes.

Removed

The surge of Omicron and other COVID-19 variants, both in and outside the U.S., also continues to be one of many reasons for continued supply chain shortages.

Added

The future impact of this provision will depend on if and when this provision is deferred, modified, or repealed by Congress, including if retroactively, 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).

Removed

The increase in interest expense and other, net was primarily attributable to higher average outstanding debt balances and the write-off of unamortized deferred financing costs related to the December 13, 2021 Credit Facility Amendment. Income Taxes . The income tax provisions represent effective tax rates of 19.3% and 8.4% for fiscal 2022 and 2021, respectively.

Added

Removed

On July 27, 2017, the UK’s Financial Conduct Authority announced that LIBOR would be discontinued or become unavailable as a reference rate by the end of 2021 and LIBOR will be fully discontinued or become unavailable as a benchmark rate by June 2023.

Removed

Although our Credit Facility includes provisions to facilitate the adoption by us and our lenders of an alternative benchmark in place of LIBOR no assurance can be made that such alternative benchmark rate will perform in a manger similar to LIBOR or result in interest rates that are at lease as favorable to us as those that would have resulted had LIBOR remained in effect, which could result in an increase in our interest expense.

Removed

In addition, as of June 30, 2022 the Company had $46.6 million of deferred payments of the employer portion of social security taxes as permitted under the CARES Act which will be paid in December 2022. Commitments and Contingencies We are subject to a number of reviews, investigations, claims, lawsuits, other uncertainties and future obligations related to our business.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed3 unchanged

2022 filing

2023 filing

Biggest changeWith every one percent fluctuation in the applicable interest rate, interest expense on our variable rate debt for the twelve months ended June 30, 2022 would have fluctuated by approximately $12.3 million. Approximately 3.1% and 2.9% of our total revenues in fiscal 2022 and 2021, respectively, were generated from our international operations headquartered in the U.K.

Biggest changeWith every one percent fluctuation in the applicable interest rate, interest expense on our variable rate debt for the twelve months ended June 30, 2023 would have fluctuated by approximately $9.8 million. Approximately 2.8% and 3.1% of our total revenues in fiscal 2023 and 2022, respectively, were generated from our international operations headquartered in the U.K.

We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.00 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.

We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $1,200.0 million related to a portion of our floating rate indebtedness. All remaining balances under our Term Loan, and any additional amounts that may be borrowed under our Revolving Facility, are currently subject to interest rate fluctuations.

As of June 30, 2022, we held a combination of euros and pounds sterling in the U.K. and in the Netherlands equivalent to approximately $53.2 million. Although these balances are generally available to fund ordinary business operations without legal or other restrictions, a significant portion is not immediately available to fund U.S. operations unless repatriated.

As of June 30, 2023, we held a combination of euros and pounds sterling in the U.K. and in the Netherlands equivalent to approximately $65.7 million. Although these balances are generally available to fund ordinary business operations without legal or other restrictions, a significant portion is not immediately available to fund U.S. operations unless repatriated.

Top changes in CACI INTERNATIONAL INC /DE/'s 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other CACI 10-K year-over-year comparisons