10q10k10q10k.net

What changed in CACI INTERNATIONAL INC /DE/'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of CACI INTERNATIONAL INC /DE/'s 2024 and 2025 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 2025 report.

+203 added−205 removedSource: 10-K (2025-08-07) vs 10-K (2024-08-08)

Top changes in CACI INTERNATIONAL INC /DE/'s 2025 10-K

203 paragraphs added · 205 removed · 174 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

34 edited+7 added−13 removed24 unchanged
Biggest changeWe 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.
Biggest changeGovernment 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. The terms, conditions, and form of contract of government bids, however, are in most cases specified by the customer.
Moreover, in years when the U.S. government does not complete the budget process for the next fiscal year before the end of September, government operations whose appropriations legislation has not been signed into law are funded under a continuing resolution that authorizes them to continue to operate but traditionally does not authorize new spending initiatives.
Moreover, in years when the U.S. government does not complete the budget process for the next fiscal year before the end of September, government operations, whose appropriations legislation has not been signed into law, are funded under a continuing resolution (CR) that authorizes them to continue to operate but traditionally does not authorize new spending initiatives.
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.
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. 6 Employee Wellbeing We value the social, physical, financial, and emotional well-being of our employees.
Patents, Trademarks, Trade Secrets and Licenses Generally, our solutions and services are not substantially dependent upon obtaining or maintaining intellectual property protections, although our operations make use of such protections and benefit from them as discriminators in competition. The Company owns patents and claims copyright, trademark and other proprietary rights in a variety of intellectual property.
Patents, Trademarks, Trade Secrets and Licenses Generally, our solutions and services are not substantially dependent upon obtaining or maintaining intellectual property (IP) protections, although our operations make use of such protections and benefit from them as discriminators in competition. The Company owns patents and claims copyright, trademark, and other proprietary rights in a variety of IP.
Human Capital Our People Our employees are our most valuable resource. We are in continuing competition for highly skilled professionals in virtually all of our market areas. The success and growth of our business is significantly correlated with our ability to recruit, train, promote and retain high quality people at all levels of the organization.
Human Capital Our People Our employees are our most valuable resource. We are in continuing competition for highly skilled professionals in all of our market areas. The success and growth of our business is significantly correlated with our ability to recruit, train, promote, and retain high quality people at all levels of the organization.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available free of charge on our website at www.caci.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available free of charge on our website at www.caci.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities Exchange Commission (SEC).
Although we operate under the risk that such terminations may occur and have a material impact on operations, such terminations have been rare and, generally, have not materially affected operations.
Although we operate under the risk that such terminations may occur and have a material impact on operations, they have been rare and, generally, have not materially affected operations.
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 3.0%, 2.8%, and 3.1% of our total revenues for fiscal 2024, 2023, and 2022, 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 3.0%, 3.0%, and 2.8% of our total revenues for fiscal 2025, 2024, and 2023, respectively.
Our contracts and subcontracts are composed of a wide range of contract types, including fixed-price, cost reimbursement, time-and-materials, indefinite delivery/indefinite quantity (IDIQ) and government wide acquisition contracts (known as GWACS) such as General Services Administration (GSA) schedule contracts. By company policy, significant fixed-price contracts require the approval of at least two of our senior officers.
Our contracts and subcontracts are composed of a wide range of contract types, including fixed-price, cost reimbursement, time-and-materials, indefinite delivery/indefinite quantity (IDIQ), and government wide acquisition contracts (known as GWACS) such as General Services Administration (GSA) schedule contracts. By company policy, significant fixed-price contracts require the approval of at least two of executives.
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. Although we are not materially dependent on the protection of our IP, we take such matters seriously and pursue claims against such individuals to the extent necessary to adequately protect our rights.
Documents filed by us with the SEC can also be viewed at www.sec.gov. 7
Documents filed by us with the SEC can also be viewed at www.sec.gov.
Our capabilities provide us with opportunities either to compete directly for, or to support other bidders in competition for multi-million dollar and multi-year award contracts from the U.S. government. We have strategic business relationships with a number of companies associated with the information technology industry.
Our capabilities provide us with opportunities either to compete directly for, or to support other bidders in competition for, multi-million dollar and multi-year award contracts from the U.S. government. We have strategic business relationships with a number of companies associated with the IT industry.
We also maintain a number of trade secrets that contribute to our success and competitive distinction and endeavor to accord such trade secrets protection adequate to ensure their continuing availability to us. Our proprietary information is protected through a combination of contractual arrangements with our employees and third parties and intellectual property laws.
We also maintain a number of trade secrets that contribute to our success and competitive distinction and endeavor to accord such trade secrets protection adequate to ensure their continuing availability to us. Our proprietary information is protected through a combination of contractual arrangements with our employees and third parties and IP laws.
This includes agile software development using open modern architectures and DevSecOps; advanced data platforms and applications augmented by Artificial Intelligence (AI), Enterprise Resource Planning (ERP) systems, Electromagnetic Spectrum (EMS) capabilities, photonics and network modernization. CACI invests ahead of customer need with research and development to generate unique intellectual property and differentiated technology addressing critical national security needs.
This includes agile software development using open modern architectures and DevSecOps; advanced data platforms and applications augmented by Artificial Intelligence (AI), Enterprise Resource Planning (ERP) systems, Electromagnetic Spectrum (EMS) capabilities, photonics and network modernization. CACI invests ahead of customer need with research and development to create unique and differentiated technology addressing critical national security needs.
Item 1. Business Overview CACI International Inc (“CACI”), a Delaware corporation, is a holding company whose operations are conducted through subsidiaries primarily located in the United States and Europe.
Item 1. Business Overview CACI International Inc (CACI), a Delaware corporation, is a holding company whose operations are conducted through subsidiaries primarily located in the United States (U.S.) and Europe.
Variations in our business also may occur at the expiration of major contracts until such contracts are renewed or new business is obtained. The U.S. government’s fiscal year ends on September 30 of each year.
Seasonal Nature of Business Our business is generally not seasonal. Variations in our business also may occur at the expiration of major contracts until such contracts are renewed or new business is obtained. The U.S. government’s fiscal year ends on September 30 of each year.
As of June 30, 2024, we employed approximately 24,000 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.
As of June 30, 2025, we employed approximately 25,000 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 to be the right way to conduct business. It is the driving force behind our success.
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. The term “the Registrant” refers to CACI International Inc only. • Expertise – CACI delivers talent with the specific technical and functional knowledge to support internal agency operations.
Unless the context indicates otherwise, the terms “CACI,” the “Company,” “we,” “us,” and “our,” refer to CACI International Inc and its subsidiaries and joint ventures that are majority-owned or otherwise controlled by it. The term “the Registrant” refers to CACI International Inc only. • Expertise – CACI delivers talent with the specific technical and functional knowledge to support agency operations.
Examples include functional software development expertise, data and business analysis, IT operations support, naval architecture, engineering, and life cycle support intelligence and special operations support, and network and exploitation analysis. • Technology – CACI provides technology that addresses our customer's most challenging needs.
Examples include individuals with talents such as software development, data and business analysis, operations support, naval architecture, engineering, life cycle support, intelligence and special operations support, and network exploitation analysis. • Technology – CACI provides technology that addresses our customers' most challenging needs.
The terms, conditions and form of contract of government bids, however, are in most cases specified by the customer. In situations in which the customer-imposed contract type and/or terms appear to expose us to inappropriate risk or do not offer us a sufficient financial return, we may seek alternate arrangements or opt not to bid for the work.
In situations in which the customer-imposed contract type or terms appear to expose us to inappropriate risk or do not offer us a sufficient financial return, we may seek alternate arrangements or opt not to bid for the work.
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.
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. The durations of such agreements are negotiated and vary according to the terms of the agreements.
Domestic Operations represented 97.0%, 97.2%, and 96.9% of our total revenues for the fiscal year ended June 30, 2024 (“fiscal 2024”), June 30, 2023 (“fiscal 2023”) and June 30, 2022 (“fiscal 2022”), respectively.
Domestic Operations represented 97.0%, 97.0%, and 97.2% of our total revenues for the fiscal year ended June 30, 2025 (fiscal 2025), June 30, 2024 (fiscal 2024) and June 30, 2023 (fiscal 2023), respectively.
Available Information Our telephone number is (703) 841-7800 and our website can be accessed at www.caci.com. We make our web site content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Annual Report on Form 10-K.
We make our web site content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Annual Report on Form 10-K.
For fiscal 2024, the top ten revenue-producing contracts, many of which consist of many task orders, accounted for 41.9% of our revenues, or $3.2 billion. 5 Recent Acquisitions During the past three fiscal years, we completed a total of eight acquisitions, including: • During fiscal 2024, the Company completed three acquisitions that enhance our capabilities and/or customer relationships. • 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 technology to sensitive government customers.
For fiscal 2025, the top ten revenue-producing contracts, many of which consist of multiple task orders, accounted for 46.4% of our revenues, or $4.0 billion. 5 Recent Acquisitions During the past three fiscal years, we completed a total of seven acquisitions, including: • During fiscal 2025, the Company completed three acquisitions that expanded our software-defined offerings, specialized technologies, and customer presence. • During fiscal 2024, the Company completed three acquisitions that enhance our capabilities and customer relationships. • During fiscal 2023, the Company completed one acquisition of a business in the U.K. that provides software engineering, data analysis, and cyber services to the national security sector.
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.
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.
Innovation is demonstrated in our dedication to advancement and excellence. Our Center for Research, Application, Development, Learning, and Engagement (CRADLE℠) is a state-of-the-art collaboration facility that provides customers with an enhanced engagement experience, built to foster innovation, creative designs, and unique solutions.
Our Center for Research, Application, Development, Learning, and Engagement (CRADLE℠) is a state-of-the-art collaboration facility that provides customers with an enhanced engagement experience, built to foster innovation, creative designs, and unique solutions. The CRADLE℠ brings together customers, industry partners, academia, and CACI personnel to explore and discover new ways to solve complex problems and challenges.
The demand for our Expertise and Technology, in large measure, is created by the increasingly complex network, systems, and information environments in which governments and businesses operate, and by the need to stay current with emerging technology while increasing productivity, enhancing security, and, ultimately, improving performance.
The demand for our Expertise and Technology is largely driven by the evolving national security and geopolitical environment, the increasingly complex network, systems, and information environments in which governments and businesses operate, and the ongoing need to stay current with emerging technology.
We require all of our employees, independent contractors working on customer engagements, officers, and directors annually to execute and affirm to the code of ethics applicable to their activities. In addition, we require annual ethics and compliance training for all of our employees to provide them with the knowledge necessary to maintain our high standards of ethics and compliance.
We require all of our employees, including officers and directors, as well as independent contractors working on customer engagements, to execute and affirm to the code of ethics applicable to their activities annually.
This enables us to work collaboratively across teams and the organization in ways that ensure everyone is valued. 6 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.
The durations of such agreements are negotiated and vary according to the terms of the agreements. Business Segments, Foreign Operations, and Major Customers The Company reports operating results and financial data in two segments: Domestic Operations and International Operations. See “Note 18 – Business Segments” in Part II of this Annual Report on Form 10-K for additional information.
Business Segments, Foreign Operations, and Major Customers The Company reports operating results and financial data in two segments: Domestic Operations and International Operations. See “Note 18 – Business Segments” in Part II, Item 8 of this Annual Report on Form 10-K for additional information. Available Information Our telephone number is (703) 841-7800, and our website can be accessed at www.caci.com.
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.
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 industry-leading cybersecurity lifecycle approach ensures the confidentiality, integrity, and availability of networks, systems, and data. • Space – CACI’s space domain awareness and decision support capabilities enable multi-domain operations. We are an industry leader in intelligence fusion, data analytics, and decision support as well as integrated logistics that keep vital space capabilities running.
We deliver unique expertise that support activities integral to the execution of customer mission and the modernization and sustainment of mission platforms, payloads, and weapons systems. • Space – Space domain awareness and decision support capabilities to enable multi-domain operations. We are an industry leader in intelligence fusion, data analytics, and decision support as well as integrated logistics.
We pioneered secure, enterprise cloud solutions for classified and unclassified networks. We design, implement, protect, and manage secure enterprise IT solutions for approximately 50 federal agencies to optimize efficiency, enhance performance, and ensure end-user satisfaction. • Mission Support – CACI’s intelligence support ensures continuous advances in collection, analysis, and dissemination to optimize decision-making.
We design, implement, protect, and manage secure enterprise IT solutions for approximately 50 federal agencies to optimize efficiency, enhance performance, and ensure end-user satisfaction. • Mission and Engineering Support – Platform integration, modernization and sustainment, system engineering, naval architecture, training and simulation services, and logistics engineering to help our customer achieve a decisive tactical edge.
We use data analytics and visualization to provide insights and outcomes that optimize our customer’s operations. • C4ISR – CACI teams ensure information superiority by delivering multi-domain command, control, communications, and computer (C4) intelligence, surveillance, and reconnaissance (ISR) technology and networks.
Our Markets Domestic Operations We provide our Expertise and Technology to our domestic customers in the following market areas: • C3I – Ensuring information superiority by delivering multi-domain command, control, communications, and intelligence (C3I) technology and networks.
Removed
Our software-defined signals intelligence, electronic warfare, and counter-unmanned aircraft system (C-UAS) solutions provide electromagnetic spectrum advantage and deliver precision effects against national security threats.
Added
Our software-defined signals intelligence and electronic warfare solutions enable coordinated decision superiority, secure communication, and actionable intelligence for operations across all domains for national security. • Cyber – Providing full-spectrum cyber capabilities help customers prepare, defend, and sustain their enterprise and mission against cyber threats.
Removed
We are at the forefront of developing technologies that meet the challenges of 5G and mmWave wireless communications both on and off the battlefield. • Cyber – CACI’s full-spectrum cyber capabilities help customers prepare, defend, and sustain their enterprise and mission against cyber threats.
Added
Through our research and development (R&D) efforts, we develop and deploy new technologies to conduct offensive and defensive operations, defend critical infrastructure, and maintain information dominance, while safeguarding U.S. national security against evolving cyber threats. • Digital Solutions – Transforming how government does business.
Removed
Through our research and development (R&D) efforts, we develop and deploy new technologies for cybersecurity and cyberspace operations, including addressing technical challenges in an era of converging cyber, electronic warfare (EW), and signals intelligence (SIGINT) operations.
Added
We use data analytics and visualization to provide insights and outcomes that optimize our customers' operations. • Enterprise IT – Comprehensive solutions for modernizing and sustaining IT ecosystems, delivering secure, efficient, and integrated systems that optimize business operations, enhance data-driven decision making, ensure regulatory compliance, and maximize end-user experiences across all organizational levels and computing environments.
Removed
We are at the forefront of developing technologies that use 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.
Added
We provide technology, people, and systems that deliver information to and from space along with the protection of these vital space assets using both offensive and defensive capabilities. 4 • Spectrum Superiority – Design and development of software-defined, hardware enabled technologies that enables customers to sense, make sense, and take decisive action in the electromagnetic spectrum.
Removed
We enhance platforms to improve situational awareness, mobility, interoperability, lethality, and survivability. We conduct software vulnerability analysis and harden technology to protect against malicious actors. Our platform-agnostic, mission-first approach ensures optimal performance, so our nation’s forces can overmatch our adversaries. 4 • Enterprise IT – CACI amplifies efficiency with unmatched expertise and next-generation technology.
Added
We design and develop differentiated technology across the radio-frequency (RF) spectrum for intelligence, surveillance, reconnaissance (ISR), and electronic warfare (EW) and build specialized photonics, waveforms, and technology to enable secure communications across the battlefield.
Removed
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.
Added
Our marketing and new business development is conducted by many of our officers and managers including the Chief Executive Officer (CEO), executive officers, vice presidents, and division managers. 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.
Removed
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. Seasonal Nature of Business Our business in general is not seasonal, although the summer and holiday seasons affect our revenues because of the impact of holidays and vacations on our labor.
Added
In addition, we require annual ethics and compliance training for all of our employees to provide them with the knowledge necessary to maintain our high standards of ethics and compliance. Innovation is demonstrated in our dedication to advancement and excellence.
Removed
The CRADLE brings together customers, industry partners, academia, and CACI personnel to explore and discover new ways to solve complex problems and challenges. 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.
Removed
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.
Removed
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
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
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
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

56 edited+6 added−3 removed88 unchanged
Biggest changeAn increase in the prices of goods and services could raise the costs associated with providing our services, diminish our ability to compete for new contracts or task orders and/or reduce customer buying power. We may experience an increase in the costs in our supply and labor markets due to global inflationary pressures and other various geopolitical factors.
Biggest changeWe may experience an increase in the costs in our supply and labor markets due to global inflationary pressures and other various geopolitical factors. We generate a portion of our revenues through various fixed-price and multi-year government contracts which anticipate moderate increases in costs over the term of the contract.
This insurance is maintained in amounts that we believe are reasonable. However, our insurance coverage may not be adequate to cover those claims or liabilities, and we may be forced to bear significant costs from an accident or incident.
This insurance is maintained in amounts that we believe are reasonable. Our insurance coverage may not be adequate to cover those claims or liabilities, however, and we may be forced to bear significant costs from an accident or incident.
Federal government contracts contain provisions and are subject to laws and regulations that give the government rights and remedies, some of which are not typically found in commercial contracts, including allowing the government to: • cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; • claim rights in systems and software developed by us; 8 • suspend or debar us from doing business with the federal government or with a governmental agency; • impose fines and penalties and subject us to criminal prosecution; and • control or prohibit the export of our data and technology.
Federal government contracts contain provisions and are subject to laws and regulations that give the government rights and remedies, some of which are not typically found in commercial contracts, including allowing the government to: • cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; • claim rights in systems and software developed by us; • suspend or debar us from doing business with the federal government or with a governmental agency; • impose fines and penalties and subject us to criminal prosecution; and • control or prohibit the export of our data and technology.
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.
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. 8 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.
As a result of employee misconduct, we could face fines and penalties, loss of security clearance and suspension or debarment from contracting with the federal government, which could cause our actual results to differ materially and adversely from those anticipated. 11 Our failure to attract and retain qualified employees, including our senior management team, could adversely affect our business.
As a result of employee misconduct, we could face fines and penalties, loss of security clearance, and suspension or debarment from contracting with the federal government, which could cause our actual results to differ materially and adversely from those anticipated. Our failure to attract and retain qualified employees, including our senior management team, could adversely affect our business.
If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. A change in control or fundamental change may adversely affect us.
If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. 13 A change in control or fundamental change may adversely affect us.
Any of these types of accidents or other incidents could involve significant potential claims of employees, executives and/or third parties who are injured or killed or who may have wrongful death or similar claims against us. We maintain insurance policies that mitigate against risk and potential liabilities related to our operations.
Any of these types of accidents or other incidents could involve significant potential claims of employees and third parties who are injured or killed or who may have wrongful death or similar claims against us. We maintain insurance policies that mitigate against risk and potential liabilities related to our operations.
We evaluate the recoverability of recorded goodwill amounts annually or when evidence of potential impairment exists. The annual impairment test is based on several factors requiring judgment. Principally, a decrease in expected reporting unit cash flows or changes in market conditions may indicate potential impairment of recorded goodwill.
We evaluate the recoverability of goodwill amounts annually or when evidence of potential impairment exists. The annual impairment test is based on several factors requiring judgment. Principally, a decrease in expected reporting unit cash flows or changes in market conditions may indicate potential impairment of goodwill.
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. Item 1B. Unresolved Staff Comments None. 15
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. Item 1B. Unresolved Staff Comments None.
Each of these types of risks could cause our actual results to differ materially and adversely from those anticipated. We may have difficulty integrating the operations of any companies we acquire, which could cause actual results to differ materially and adversely from what we anticipated.
Each of these types of risks could cause our actual results to differ materially and adversely from those anticipated. 12 We may have difficulty integrating the operations of any companies we acquire, which could cause actual results to differ materially and adversely from what we anticipated.
Some prime contractors for whom we are a subcontractor have significantly less financial resources than we do, which may increase the risk that we may not be paid in full or payment may be delayed. If we experience difficulties collecting receivables, it could cause our actual results to differ materially and adversely from those anticipated.
Some prime contractors for whom we are a subcontractor have significantly fewer financial resources than we do, which may increase the risk that we may not be paid in full or payment may be delayed. If we experience difficulties collecting receivables, it could cause our actual results to differ materially and adversely from those anticipated.
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.
If there is an impairment, we would be required to write down the amount of goodwill, which would be reflected as a charge against operating income.
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. 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. At times, we may continue to work without funding, and use our own internal funds in order to meet our customers' desired delivery dates for Expertise or Technology.
Our business is also subject to general risks and uncertainties, such as overall U.S. and non-U.S. economic and industry conditions including a global economic slowdown, geopolitical events, changes in laws or accounting rules, fluctuations in interest and exchange rates, terrorism, international conflicts, major health concerns including global pandemics like COVID-19, natural disasters or other disruptions of expected economic and business conditions, that affect many other companies.
Our business is also subject to general risks and uncertainties, such as overall U.S. and non-U.S. economic and industry conditions including a global economic slowdown, geopolitical events, changes in laws or accounting rules, fluctuations in interest and exchange rates, terrorism, international conflicts, major health concerns including global pandemics, natural disasters, or other disruptions of expected economic and business conditions, that affect many other companies.
Like other global companies, we have experienced cyber security threats to our data and systems, our company sensitive information, and our information technology infrastructure, including malware and computer virus attacks, unauthorized access, systems failures and temporary disruptions.
Like other global companies, we have experienced cyber security threats to our data and systems, our company sensitive information, and our IT infrastructure, including malware and computer virus attacks, unauthorized access, systems failures, and temporary disruptions.
In particular, if the federal government does not adopt, or delays adoption of, a budget for each fiscal year beginning on October 1, or fails to pass a continuing resolution, federal agencies may be forced to suspend our contracts and delay the award of new and follow-on contracts and orders due to a lack of funding.
In particular, if the federal government does not adopt, or delays adoption of, a budget for each fiscal year beginning on October 1, or fails to pass a CR, federal agencies may be forced to suspend our contracts and delay the award of new and follow-on contracts and orders due to a lack of funding.
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 27.3% and 30.2% of our total revenues in fiscal 2024 and 2023, respectively, from fixed-price contracts. Fixed-price contracts require us to price our contracts by predicting our expenditures in advance.
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 26.3% and 27.3% of our total revenues in fiscal 2025 and 2024, respectively, from fixed-price contracts. Fixed-price contracts require us to price our contracts by predicting our expenditures in advance.
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 3.0% and 2.8% in fiscal 2024 and 2023, 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 3.0% and 3.0% in fiscal 2025 and 2024, respectively. Our International Operations are subject to risks associated with operating in a foreign country.
Changes in federal government budgetary priorities, such as for homeland security or to address global pandemics like COVID-19, or actions taken to address government budget deficits, the national debt, and/or prevailing economic conditions, could directly affect our financial performance.
Changes in federal government budgetary priorities, such as for homeland security or to address global pandemics, or actions taken to address government budget deficits, the national debt, or prevailing economic conditions, could directly affect our financial performance.
Competition for skilled personnel in the information technology services industry is intense, and technology service companies often experience high attrition among their skilled employees. There is a shortage of people capable of filling these positions and they are likely to remain a limited resource for the foreseeable future. Recruiting and training these personnel require substantial resources.
Competition for skilled personnel is intense, and technology companies often experience high attrition among their skilled employees. There is a shortage of people capable of filling these positions and they are likely to remain a limited resource for the foreseeable future. Recruiting and training these personnel require substantial resources.
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; 13 • 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.
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; • granting liens or other security interests to third parties, creating liens to secure indebtedness, and 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; • prepaying certain subordinated indebtedness; • amending or modifying certain agreements, including those related to indebtedness; and • engaging in certain mergers, consolidations, or acquisitions.
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, 2024, goodwill accounts for $4.2 billion of our recorded total assets.
We have substantial investments in 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, 2025, goodwill accounts for $5.0 billion of our total assets.
If new debt is added to our current debt levels, the risks related to our ability to service that debt could increase. Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt. The Credit Facility matures on December 13, 2026.
If new debt is added to our current debt levels, the risks related to our ability to service that debt could increase. Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
The federal government is our primary customer, with revenues from federal government contracts, either as a prime contractor or a subcontractor, accounting for 95.1% and 94.8% of our total revenues in fiscal 2024 and 2023, respectively. Specifically, we generated 74.4% and 71.9% of our total revenues in fiscal 2024 and 2023, 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 95.7% and 95.1% of our total revenues in fiscal 2025 and 2024, respectively. Specifically, we generated 75.4% and 74.4% of our total revenues in fiscal 2025 and 2024, respectively, from contracts with agencies of the DoD.
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. 14 Systems failures may disrupt our business and have an adverse effect on our operating results.
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.
The Credit Facility consists of a $1,975.0 million revolving credit facility (the Revolving Facility) and a $1,225.0 million term loan facility (the Term Loan). The Revolving Facility has sub-facilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit.
Despite our outstanding debt, we may incur additional indebtedness. The Credit Facility consists of a $1,975.0 million revolving credit facility (the Revolving Facility) and a $1,225.0 million term loan facility (the Term Loan). The Revolving Facility has sub-facilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit.
If we or our employees lose or are unable to obtain necessary security clearances, we may not be able to win new business and our existing customers could terminate their contracts with us or decide not to renew them.
Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain. If we or our employees lose or are unable to obtain necessary security clearances, we may not be able to win new business and our existing customers could terminate their contracts with us or decide not to renew them.
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.
If we were suspended or debarred from contracting with the federal government or any significant agency in the Intelligence Community (IC) 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. 7 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.
It is possible that certain of our employees or executives will suffer injury or bodily harm, or be killed or kidnapped in the course of these deployments. We could also encounter unexpected costs for reasons beyond our control in connection with the repatriation of our employees or executives.
These countries may be experiencing political upheaval or unrest, and in some cases war or terrorism. It is possible that certain of our employees will suffer injury or bodily harm, or be killed or kidnapped in the course of these deployments. We could also encounter unexpected costs for reasons beyond our control in connection with the repatriation of our employees.
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.
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.
The failure to comply with any covenants in the Credit Facility would cause a default under the Credit Facility. A default, if not waived, could cause our debt to become immediately due and payable.
The failure to comply with any of these covenants would cause a default under our debt instruments through cross-default provisions. A default, if not waived, could cause our debt to become immediately due and payable.
There can be no assurance that we will win any particular bid, or that we will be able to replace business lost upon expiration or completion of a contract, and the termination or non-renewal of any of our significant contracts could cause our actual results to differ materially and adversely from those anticipated. 9 Our business may suffer if we or our employees are unable to obtain the security clearances or other qualifications we and they need to perform services for our customers.
There can be no assurance that we will win any particular bid, or that we will be able to replace business lost upon expiration or completion of a contract, and the termination or non-renewal of any of our significant contracts could cause our actual results to differ materially and adversely from those anticipated.
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.
Risks Related to our Indebtedness Our senior secured credit facility (the Credit Facility), senior secured term loan (Term Loan B Facility), and senior unsecured notes (2033 Notes) impose certain restrictions on our ability to take certain actions which may have an impact on our business, operating results and financial condition.
While these types of contracts are generally subject to less uncertainty than fixed-price contracts, to the extent that our actual labor costs are higher than the contract rates, our actual results could differ materially and adversely from those anticipated. 12 When making proposals for engagements on a fixed-price basis, we rely on our estimates of costs and timing for completing the projects.
While these types of contracts are generally subject to less uncertainty than fixed-price contracts, to the extent that our actual labor costs are higher than the contract rates, our actual results could differ materially and adversely from those anticipated.
The Credit Facility provides that certain change in control events will constitute a default. Risks Related to our Operations We must comply with a variety of laws and regulations, and our failure to comply could cause our actual results to differ materially from those anticipated.
Risks Related to our Operations We must comply with a variety of laws and regulations, and our failure to comply could cause our actual results to differ materially from those anticipated.
Principal payments under the term loan are due in quarterly installments. Our business may not generate cash flow from operations sufficient to service our debt and make necessary capital expenditures.
Our business may not generate cash flow from operations sufficient to service our debt and make necessary capital expenditures.
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).
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.
These estimates reflect our best judgment regarding our capability to complete the task efficiently. Any increased or unexpected costs or unanticipated delays in connection with the performance of fixed-price contracts, including delays caused by factors outside of our control, could make these contracts less profitable or unprofitable.
Any increased or unexpected costs or unanticipated delays in connection with the performance of fixed-price contracts, including delays caused by factors outside of our control, could make these contracts less profitable or unprofitable. From time to time, unexpected costs and unanticipated delays have caused us to incur losses on fixed-price contracts, primarily in connection with state government customers.
In such situations, we may not be able to repay our debt or borrow sufficient funds to refinance it, and even if new financing is available, it may not contain terms that are acceptable to us. Despite our outstanding debt, we may incur additional indebtedness.
In such situations, we may not be able to repay our debt or borrow sufficient funds to refinance it, and even if new financing is available, it may not contain terms that are acceptable to us. We have been in compliance with all covenants since inception of the Credit Facility, Term Loan B Facility, and 2033 Notes.
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. 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.
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.
A default termination could expose us to liability for excess costs of reprocurement by the government and have a material adverse effect on our ability to compete for future contracts and task orders. Depending upon the level of problem experienced, such problems with subcontractors could cause our actual results to differ materially and adversely from those anticipated.
A default termination could expose us to liability for excess costs of re-procurement by the government and could have a material adverse effect on our ability to compete for future contracts and task orders.
We generate a portion of our revenues through various fixed-price and multi-year government contracts which anticipate moderate increases in costs over the term of the contract. With the current pace of inflation our standard approach to moderate annual price escalations in our bids for multi-year work may be insufficient to counter inflationary cost pressures.
With the current pace of inflation our standard approach to moderate annual price escalations in our bids for multi-year work may be insufficient to counter inflationary cost pressures. This could result in reduced profits, or even losses, as inflation increases, particularly for fixed-priced contracts and our longer-term multi-year contracts.
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.
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.
The federal government’s appropriation process and other factors may delay the collection of our receivables, and our business may be adversely affected if we cannot collect our receivables in a timely manner. We depend on the collection of our receivables to generate cash flow, provide working capital, pay debt and continue our business operations.
We depend on the collection of our receivables to generate cash flow, provide working capital, pay debt, and continue our business operations.
Our operations involve several risks and hazards, including potential dangers to our employees and to third parties that are inherent in aspects of our federal business (e.g., counterterrorism training services). If these risks and hazards are not adequately insured, it could adversely affect our operating results.
If these risks and hazards are not adequately insured, it could adversely affect our operating results. Our federal business includes the maintenance of global networks and the provision of special operations services (e.g., counterterrorism training) that require us to dispatch employees to various countries around the world.
Any security breach or system failure in such systems could result in an interruption of our customer’s operations, significant delays under a contract, and a material adverse effect on our results of operations.
Any security breach or system failure in such systems could result in an interruption of our customers' operations, significant delays under a contract, and a material adverse effect on our results of operations. 14 Our operations involve several risks and hazards, including potential dangers to our employees and to third parties that are inherent in aspects of our federal business (e.g., counterterrorism training services).
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.
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.
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.
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. 10 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.
Our quarterly operating results may not meet the expectations of securities analysts or investors, which in turn may have an adverse effect on the market price of our common stock.
Our quarterly operating results may not meet the expectations of securities analysts or investors, which in turn may have an adverse effect on the market price of our common stock. 11 An increase in the prices of goods and services could raise the costs associated with providing our services, diminish our ability to compete for new contracts or task orders and reduce customer buying power.
As of June 30, 2024, $415.0 million was outstanding under the Revolving Facility and $1,133.1 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 Credit Facility has an accordion feature that may provide additional borrowings. As of June 30, 2025, $124.5 million was outstanding under the Revolving Facility. The terms of our debt allow us to incur additional indebtedness from other sources so long as we satisfy the respective covenants.
From time to time, unexpected costs and unanticipated delays have caused us to incur losses on fixed-price contracts, primarily in connection with state government customers. 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.
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, 2025, our backlog included cost reimbursable, time-and-materials and fixed-price contracts.
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. 10 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.
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.
Many of our federal government contracts require us to have security clearances and employ personnel with specified levels of education, work experience and security clearances. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain.
Our business may suffer if we or our employees are unable to obtain the security clearances or other qualifications needed to perform services for our customers. Many of our federal government contracts require us to have security clearances and employ personnel with specified levels of education, work experience, and security clearances.
Our earnings and margins may vary based on the mix of our contracts and programs. At June 30, 2024, our backlog included cost reimbursable, time-and-materials and fixed-price contracts. Cost reimbursable and time-and-materials contracts generally have lower profit margins than fixed-price contracts.
Cost reimbursable and time-and-materials contracts generally have lower profit margins than fixed-price contracts.
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.
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.
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.
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.
Removed
This could result in reduced profits, or even losses, as inflation increases, particularly for fixed-priced contracts and our longer-term multi-year contracts.
Added
Depending upon the level of problem experienced, such problems with subcontractors could cause our actual results to differ materially and adversely from those anticipated. 9 The federal government’s appropriation process and other factors may delay the collection of our receivables, and our business may be adversely affected if we cannot collect our receivables in a timely manner.
Removed
At any time and so long as no default has occurred, the Company has the right to increase the Revolving Facility or the Term Loan in an aggregate principal amount of up to the greater of $500.0 million and 75% of the Company’s EBITDA plus an unlimited amount of indebtedness subject to 3.75 times, calculated assuming the revolving Facility is fully drawn, with applicable lender approvals.
Added
When making proposals for engagements on a fixed-price basis, we rely on our estimates of costs and timing for completing the projects. These estimates reflect our best judgment regarding our capability to complete the task efficiently.
Removed
Our federal business includes the maintenance of global networks and the provision of special operations services (e.g., counterterrorism training) that require us to dispatch employees to various countries around the world. These countries may be experiencing political upheaval or unrest, and in some cases war or terrorism.
Added
The Credit Facility, Term Loan B Facility, and 2033 Notes impose certain operating and financial restrictions on us and requires us to meet certain financial covenants.
Added
The Credit Facility and Term Loan B Facility provide that certain change in control events will constitute a default.
Added
The 2033 Notes provide that upon the occurrence of certain change in control events accompanied by a ratings decline, the Company may be required to repurchase outstanding notes, in whole or in part, at a redemption price of 101% plus accrued and unpaid interest to the date of redemption.
Added
Systems failures may disrupt our business and have an adverse effect on our operating results.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+0 added−1 removed4 unchanged
Biggest changeIn accordance with these policies, cybersecurity events and data incidents are evaluated, ranked by severity and prioritized for escalation to CACI’s Executive Incident Assessment Committee. The plan includes procedures for investigating and containing incidents, notifying affected parties, and implementing corrective actions to prevent future occurrences.
Biggest changeOur CISO leads our Cybersecurity Incident Response Team (CIRT) that is responsible for leading and coordinating CACI’s response to cybersecurity incidents in accordance with CACI’s established cybersecurity incident response plan and response processes. In accordance with these policies, cybersecurity events and data incidents are evaluated, ranked by severity, and prioritized for escalation to CACI’s Executive Incident Assessment Committee.
As a government contractor, we have designed our cybersecurity risk management program to align with the National Institute of Standards and Technology (“NIST”) standards and comply with extensive regulations, including but not limited to U.S. government cybersecurity regulations. Additionally, our cybersecurity program is routinely assessed by the government and our network is penetration tested biannually by a third-party independent assessor.
As a government contractor, we have designed our cybersecurity risk management program to align with the National Institute of Standards and Technology (NIST) standards and comply with extensive regulations, including but not limited to U.S. government cybersecurity regulations. Additionally, our cybersecurity program is routinely assessed by the government, and our network is penetration tested biannually by a third-party independent assessor.
CACI’s cybersecurity program is integrated into our overall risk management program and is primarily managed by our Chief Information Security Officer (“CISO”) who is responsible for coordinating cross-functional internal and external resources to establish processes and procedures to monitor potential cybersecurity risks, identify cybersecurity incidents, implement appropriate mitigation measures, report cybersecurity breaches and maintain our cybersecurity program.
CACI’s cybersecurity program is integrated into our overall risk management program and is primarily managed by our Chief Information Security Officer (CISO) who is responsible for coordinating cross-functional internal and external resources to establish processes and procedures to monitor potential cybersecurity risks, identify cybersecurity incidents, implement appropriate mitigation measures, report cybersecurity breaches, and maintain our cybersecurity program.
The Audit Committee receives regular briefings on our cybersecurity posture, cybersecurity trends and cybersecurity risks from management and, if they occur, is briefed regarding any material cybersecurity incidents. The Audit Committee reports any findings or recommendations to the Board, as appropriate.
The Audit Committee receives regular briefings on our cybersecurity posture, cybersecurity trends, and cybersecurity risks from management and, if they occur, is briefed regarding any material cybersecurity incidents. The Audit Committee reports any findings or recommendations to the Board of Directors, as appropriate.
We work closely with our subcontractors and suppliers to identify and manage cybersecurity risks and, as appropriate, require them to comply with applicable laws and regulations, including implementing certain security controls and complying with certain reporting obligations.
We work closely with our subcontractors and suppliers to identify and manage cybersecurity risks. We require them to comply with applicable laws and regulations, including implementing certain security controls and complying with certain reporting obligations.
Item 1C. Cybersecurity Risk Management and Strategy CACI is committed to maintaining a robust cybersecurity management and oversight program to mitigate cybersecurity risks to our systems and to protect both our and our customer’s confidential and sensitive information.
Item 1C. Cybersecurity Risk Management and Strategy CACI is committed to maintaining a robust cybersecurity management and oversight program to mitigate cybersecurity risks to our systems and to protect both our and our customers' confidential and sensitive information.
Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from experienced cybersecurity professionals in the information security team, and with technological tools and software.
Our CISO has extensive experience assessing and managing cybersecurity programs and cybersecurity risk and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from experienced cybersecurity professionals in the information security team, supplemented by technological tools and software.
Although we perform due diligence on all service providers to identify potential cybersecurity risks and establish controls through onboarding procedures and contractual requirements, our ability to monitor the cybersecurity practices of our service providers and ensure that we can prevent or mitigate the risk of any compromise or failure in the information system, software, networks and other assets owned or controlled by our vendors is limited.
Although we perform due diligence on all service providers to identify potential cybersecurity risks and establish controls through onboarding procedures and contractual requirements, our ability to monitor the cybersecurity practices of our service providers and ensure that we can prevent or mitigate the risk of any compromise or failure in the information system, software, networks, and other assets owned or controlled by our vendors is limited. 15 In the event of a cybersecurity incident, the Company has established an incident response plan to address the matter promptly and effectively.
Board Oversight The Audit and Risk Committee (“Audit Committee”) has oversight responsibility for risks and incidents relating to cybersecurity, including compliance with regulatory requirements, cooperation with law enforcement, and related effects on financial and other risks.
The plan includes procedures for investigating and containing incidents, notifying affected parties, and implementing corrective actions to prevent future occurrences. Board of Directors Oversight The Audit and Risk Committee (Audit Committee) has oversight responsibility for risks and incidents relating to cybersecurity, including compliance with regulatory requirements, cooperation with law enforcement, and related effects on financial and other risks.
Removed
In the event of a cybersecurity incident, the Company has established an incident response plan to address the matter promptly and effectively. Our CISO leads our Cybersecurity Incident Response Team (“CIRT”) that is responsible for leading and coordinating CACI’s response to cybersecurity incidents in accordance with CACI’s established cybersecurity incident response plan and response processes.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeIn four countries outside the U.S., we leased office space at 11 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.
Biggest changeOutside the U.S., we leased office space at six locations in four countries, 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 our current use.
We may improve, replace, or reduce facilities as considered appropriate to meet the needs of our operations. See “Note 10 – Leases” in Part II of this Annual Report on Form 10-K for additional information. 16
We may improve, replace, or reduce facilities as considered appropriate to meet the needs of our operations. See “Note 10 – Leases” in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Item 2. Properties As of June 30, 2024, we leased building space (including offices, manufacturing plants, warehouses, laboratories and other facilities) at 127 U.S. locations containing an aggregate of approximately 3.5 million square feet located in 26 states and the District of Columbia.
Item 2. Properties As of June 30, 2025, we leased building space (including offices, manufacturing plants, warehouses, laboratories, and other facilities) at 136 U.S. locations, containing an aggregate of approximately 3.7 million square feet located in 27 states and the District of Columbia.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

12 edited+7 added−3 removed53 unchanged
Biggest changeOn October 1, 2021, the plaintiffs filed an estimate of compensatory damages between $6.0 million and $9.0 million ($2.0 million to $3.0 million per plaintiff) and an estimate of punitive damages between $23.5 million and $64.0 million. 18 On July 18, 2022, CACI filed a memorandum of supplemental authority in support of its motion to dismiss filed on July 23, 2021, asserting that a recent decision from the U.S.
Biggest changeOn July 18, 2022, CACI filed a memorandum of supplemental authority in support of its motion to dismiss filed on July 23, 2021, asserting that a recent decision from the U.S. Court of Appeals for the Fourth Circuit regarding the test for extraterritoriality supported dismissal for lack of subject matter jurisdiction.
On July 31, 2023, the District Court denied the July 23, 2021 motion to dismiss and the July 18, 2022 motion to dismiss. On September 7, 2023, CACI filed a petition for a writ of mandamus with the U.S.
On September 16, 2022, the District Court conducted a hearing on that motion and took the matter under advisement. On July 31, 2023, the District Court denied the July 23, 2021 motion to dismiss and the July 18, 2022 motion to dismiss. On September 7, 2023, CACI filed a petition for a writ of mandamus with the U.S.
On March 14, 2018, the United States filed a motion to dismiss the third party complaint or, in the alternative, for summary judgment. On April 13, 2018, the Court held a hearing on the United States’ motion to dismiss and took the matter under advisement.
On March 14, 2018, the United States filed a motion to dismiss the third party complaint or, in the alternative, for summary judgment. On April 13, 2018, the Court held a hearing on the United States’ motion to dismiss and took the matter under advisement. The Court subsequently stayed the part of the action against John Does 1-60.
CACI subsequently filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit, as well as a Petition for a Writ of Mandamus in the Court of Appeals, asking the Court of Appeals to issue an order requiring the District Court to lift the stay. Item 4. Mine Safety Disclosures Not Applicable. 19 PART II
CACI subsequently filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit, as well as a Petition for a Writ of Mandamus in the Court of Appeals, asking the Court of Appeals to issue an order requiring the District Court to lift the stay.
The District Court subsequently scheduled the new trial to start on October 30, 2024. Abbass, et al v. CACI Premier Technology, Inc. and CACI International Inc, Case No. 1:13CV1186-LMB/JFA (EDVA) On September 20, 2013, fifty-five Plaintiffs filed a nine-count complaint in the United States District Court for the Eastern District of Virginia styled Abbass, et al. v.
The Court of Appeals has scheduled oral argument for September 9, 2025. Abbass, et al v. CACI Premier Technology, Inc. and CACI International Inc, Case No. 1:13CV1186-LMB/JFA (EDVA) On September 20, 2013, fifty-five Plaintiffs filed a nine-count complaint in the United States District Court for the Eastern District of Virginia styled Abbass, et al. v.
On February 27, 2019, the District Court denied CACI’s motion for summary judgment and motions to dismiss for lack of subject matter jurisdiction and on the state secrets privilege. On February 28, 2019, CACI filed a motion seeking dismissal on grounds of derivative sovereign immunity.
On February 27, 2019, the District Court denied CACI’s motion for summary judgment and motions to dismiss for lack of subject matter jurisdiction and on the state secrets privilege.
On March 26, 2019, CACI filed a Notice of Appeal of the District Court’s March 22, 2019 decision. On April 2, 2019, the U.S. Court of Appeals for the Fourth Circuit issued an Accelerated Briefing Order for the appeal.
The District Court also granted the United States’ motion for summary judgment with respect to CACI’s third-party complaint. On March 26, 2019, CACI filed a Notice of Appeal of the District Court’s March 22, 2019 decision. On April 2, 2019, the U.S. Court of Appeals for the Fourth Circuit issued an Accelerated Briefing Order for the appeal.
On 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.
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. 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.
On June 18, 2015, the Court issued an Order granting Defendant CACI Premier Technology, Inc.’s motion to dismiss, and on June 26, 2015 entered a final judgment in favor of Defendant CACI Premier Technology, Inc. 17 On July 23, 2015, Plaintiffs filed a Notice of Appeal of the district court’s June 2015 decision.
On remand, Defendant CACI Premier Technology, Inc. moved to dismiss Plaintiffs’ claims based upon the political question doctrine. On June 18, 2015, the Court issued an Order granting Defendant CACI Premier Technology, Inc.’s motion to dismiss, and on June 26, 2015 entered a final judgment in favor of Defendant CACI Premier Technology, Inc.
On October 21, 2016, the Court of Appeals vacated and remanded the District Court’s judgment with instructions for the District Court to make further determinations regarding the political question doctrine. The District Court conducted an initial status conference on December 16, 2016.
On July 23, 2015, Plaintiffs filed a Notice of Appeal of the district court’s June 2015 decision. On October 21, 2016, the Court of Appeals vacated and remanded the District Court’s judgment with instructions for the District Court to make further determinations regarding the political question doctrine.
On March 22, 2019, the District Court denied the United States’ motion to dismiss on grounds of sovereign immunity and CACI’s motion to dismiss on grounds of derivative sovereign immunity. The District Court also granted the United States’ motion for summary judgment with respect to CACI’s third-party complaint.
On 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.
In response, plaintiffs advised the Court that, if the case is tried, they do not intend to request a specific amount of damages.
In response, plaintiffs advised the Court that, if the case is tried, they do not intend to request a specific amount of damages. On October 1, 2021, the plaintiffs filed an estimate of compensatory damages between $6.0 million and $9.0 million ($2.0 million to $3.0 million per plaintiff) and an estimate of punitive damages between $23.5 million and $64.0 million.
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
That same day, the District Court (Lee, J.) entered an Order recusing himself from further participation in the action. Subsequently, a new District Court judge (Brinkema, J.) was assigned to the action. The District Court conducted an initial status conference on December 16, 2016.
Removed
On remand, Defendant CACI Premier Technology, Inc. moved to dismiss Plaintiffs’ claims based upon the political question doctrine.
Added
The District Court subsequently scheduled the new trial to start on October 30, 2024. A second trial commenced on October 30, 2024. At the conclusion of the presentation of the evidence, the District Court granted CACI’s motion to dismiss the aiding and abetting claims for lack of evidence.
Removed
Court of Appeals for the Fourth Circuit regarding the test for extraterritoriality supported dismissal for lack of subject matter jurisdiction.
Added
On November 12, 2024, the jury found for the plaintiffs on the sole claim remaining in the case, that CACI personnel had conspired with the military for the military to abuse the plaintiffs. The jury awarded compensatory damages of $3 million per plaintiff and punitive damages of $11 million per plaintiff.
Added
After the verdict was returned, the District Court disclosed a note sent by the jury on November 8, 2024, not at the time disclosed to counsel, asking if the jury could award punitive damages to a non-profit human rights organization, rather than to plaintiffs, dealing with abuses arising from Abu Ghraib. 18 On November 25, 2024, CACI filed a motion for judgment as a matter of law, asserting numerous grounds for setting aside the jury verdict and dismissing the action.
Added
On January 10, 2025, the District Court conducted a hearing on that motion and denied the motion. On January 10, 2025, CACI filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit. The Court of Appeals established a briefing schedule, which concluded on July 25, 2025.
Added
The Court of Appeals denied the petition for a Writ of Mandamus, but subsequently issued a briefing schedule for CACI's appeal. Briefing on the appeal concluded on December 6, 2024. On January 10, 2025, the District Court indicated that it will not activate the Abbass action while the Al Shimari action is on appeal.
Added
As a result of that representation, on January 13, 2025, CACI moved to dismiss the appeal, a motion that the Plaintiffs did not oppose. On January 14, 2025, the Court of Appeals granted that motion and dismissed the appeal. Item 4. Mine Safety Disclosures Not Applicable. 19 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−1 removed1 unchanged
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, 2024: 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 2024 8,101 $ 377.86 8,101 920,539 May 2024 — — — 920,539 June 2024 — — — 920,539 Total 8,101 $ 377.86 8,101 ______________________ (1) Number of shares determined based on the closing price of $430.13 as of June 30, 2024.
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, 2025: 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 2025 11,558 $ 394.95 11,558 494,741 May 2025 — — — 494,741 June 2025 — — — 494,741 Total 11,558 $ 394.95 11,558 ______________________ (1) Number of shares determined based on the closing price of $476.70 as of June 30, 2025.
We do not intend to pay any cash dividends at this time. The Board of Directors will determine whether to pay dividends in the future based on conditions existing at that time, including our earnings, financial condition, and capital requirements, as well as economic and other conditions as the board may deem relevant.
We do not intend to pay any cash dividends at this time. The Board of Directors will determine whether to pay dividends in the future based on conditions existing at that time, including our earnings, financial condition, and capital requirements, as well as economic and other conditions as the Board of Directors may deem relevant.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the ticker symbol “CACI”. We have never paid a cash dividend. Our present policy is to retain earnings to provide funds for the operation and expansion of our business.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange (NYSE) under the ticker symbol “CACI”. We have never paid a cash dividend. Our present policy is to retain earnings to provide funds for the operation and expansion of our business.
As of July 26, 2024, the number of stockholders of record of our common stock was approximately 155. 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 28, 2025, the number of stockholders of record of our common stock was 143. 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.
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, 2019 and tracks it through June 30, 2024. $100 invested on 6/30/19 in stock or index—including reinvestment of dividends.
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, 2020 and tracks it through June 30, 2025.
Computer Services Index $ 100.00 $ 96.88 $ 129.04 $ 116.69 $ 120.36 $ 144.92 The stock price performance included in this graph is not necessarily indicative of future stock price performance. Item 6. [Reserved]
Computer Services Index $ 100.00 $ 133.19 $ 120.45 $ 124.23 $ 149.59 $ 220.29 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 20 Item 6. [Reserved]
Removed
Fiscal year ending June 30. 20 June 30, 2019 2020 2021 2022 2023 2024 CACI International Inc $ 100.00 $ 106.01 $ 124.70 $ 137.73 $ 166.60 $ 210.24 Russell 1000 $ 100.00 $ 107.48 $ 153.78 $ 133.73 $ 159.63 $ 197.74 Dow Jones U.S.
Added
June 30, 2020 2021 2022 2023 2024 2025 CACI International Inc $ 100.00 $ 117.63 $ 129.92 $ 157.16 $ 198.33 $ 219.80 Russell 1000 $ 100.00 $ 143.07 $ 124.42 $ 148.52 $ 183.98 $ 212.80 Dow Jones U.S.

Item 7. Management's Discussion & Analysis

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

50 edited+8 added−10 removed29 unchanged
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, 2024 2023 (dollars in thousands) Net cash provided by operating activities $ 497,331 $ 388,056 Net cash used in investing activities (151,952) (75,717) Net cash used in financing activities (326,895) (316,108) Effect of exchange rate changes on cash and cash equivalents (299) 4,741 Net change in cash and cash equivalents 18,185 972 Net cash provided by operating activities increased $109.3 million primarily as a result of a $ 46.6 million reduction in CARES Act payroll tax payments, a $36.5 million reduction in income taxes payments, a $7.8 million increase in cash received from the Company's MARPA, and $18.4 million of other net favorable changes, primarily increases in net income adjusted for non-cash items driven by revenue growth, partially offset by unfavorable changes in other operating assets and liabilities.
Biggest changeA summary of cash flow information is presented below (dollars in thousands): Year Ended June 30, 2025 2024 Net cash provided by operating activities $ 547,009 $ 497,331 Net cash used in investing activities (1,758,943) (151,952) Net cash provided by (used in) financing activities 1,177,881 (326,895) Effect of exchange rate changes on cash and cash equivalents 6,273 (299) Net change in cash and cash equivalents $ (27,780) $ 18,185 Net cash provided by operating activities increased $49.7 million primarily due to $162.7 million in higher net income, adjusted for non-cash items, and $48.0 million in lower income taxes payments, partially offset by timing of milestone billings and customer payments of $141.3 million, a decrease of $11.1 million in cash provided by the Company's MARPA, and other net unfavorable changes in other operating assets and liabilities.
Incentive fees have more objective cost or performance criteria and generally contain a formula based on the relationship of actual costs incurred to target costs. • Fixed-price contracts : This contract type provides for a fixed-price for specified Expertise and Technology and is often used when there is more certainty regarding the estimated costs to complete the contractual statement of work.
Incentive fees have more objective cost or performance criteria and generally contain a formula based on the relationship of actual costs incurred to target costs. 23 • Fixed-price contracts : This contract type provides for a fixed-price for specified Expertise and Technology and is often used when there is more certainty regarding the estimated costs to complete the contractual statement of work.
Since the contractor bears the risk of cost overruns, there is higher risk and potential profit associated with this contract type. • Time-and-materials contracts: This contract type provides for a fixed hourly rate for defined contractual labor categories, with reimbursement of billable material and other direct costs.
Since the contractor bears the risk of cost overruns, there is higher risk and generally potential profit associated with this contract type. • Time-and-materials contracts: This contract type provides for a fixed hourly rate for defined contractual labor categories with reimbursement of billable material and other direct costs.
The Company has a $3,200.0 million Credit Facility, which consists of an $1,975.0 million Revolving Facility and a $1,225.0 million Term Loan. The Revolving Facility is a secured facility that permits continuously renewable borrowings and has subfacilities of $100.0 million for same-day swing line borrowings and $25.0 million for stand-by letters of credit.
The Company has a $3,200.0 million Credit Facility, which consists of a $1,975.0 million Revolving Facility and a $1,225.0 million Term Loan. The Revolving Facility is a secured facility that permits continuously renewable borrowings and has subfacilities of $100.0 million for same-day swing line borrowings and $25.0 million for stand-by letters of credit.
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 2024 compared to fiscal 2023.
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 2025 compared to fiscal 2024.
See “Note 5 – Revenues” in Part II of this Annual Report on Form 10-K for additional information related to remaining performance obligations. There is no assurance that all funded or potential contract value will result in revenues being recognized.
See “Note 5 – Revenues” in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to remaining performance obligations. There is no assurance that all funded or potential contract value will result in revenues being recognized.
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.
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, Item 8 of this Annual Report on Form 10-K.
At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. This evaluation requires professional judgment as it may impact the timing and pattern of revenue recognition.
At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. This evaluation requires professional judgment as it may affect the timing and pattern of revenue recognition.
Contractual Obligations For a description of the Company’s contractual obligations related to debt, leases, and retirement plans refer to “Note 10 – Leases”, “Note 12 – Debt”, and “Note 17 – Retirement Plans” in Part II of this Annual Report on Form 10-K.
Contractual Obligations For a description of the Company’s contractual obligations related to debt, leases, and retirement plans refer to “Note 10 – Leases”, “Note 12 – Debt”, and “Note 17 – Retirement Plans” in Part II, Item 8 of this Annual Report on Form 10-K.
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.
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 as of the acquisition date. We recognize purchased intangible assets in connection with our business acquisitions at fair value on the acquisition date.
In addition, many of our federal government contracts require us to employ personnel with security clearances, specific levels of education and specific past work experience. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain and competition for skilled personnel in the information technology services industry is intense.
In addition, many of our federal government contracts require us to employ personnel with security clearances, specific levels of education, and specific past work experience. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain and competition for skilled personnel in the industry is intense.
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.
During fiscal year 2023, a provision of the Tax Cuts and Jobs Act of 2017 (TCJA) took 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.
During the fourth quarter of fiscal 2024, 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 2025, we completed our annual goodwill assessment and determined that each reporting unit’s fair value significantly exceeded its carrying value.
Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility and any other indebtedness we may incur will depend on our future financial performance which will be affected by many factors outside of our control, including current worldwide economic conditions and financial market conditions.
Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility, Term Loan B Facility, 2033 Notes, and any other indebtedness we may incur will depend on our future financial performance which will be affected by many factors outside of our control, including current worldwide economic conditions and financial market conditions.
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.
We believe that the total addressable market for our offerings is sufficient to support the Company's plans and is expected to continue to grow over the next several years. Approximately 75% of our revenue comes from defense-related customers, including those in the IC, with additional revenue coming from non-defense IC, homeland security, and other federal civilian 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 U.S. government procurement activities.
In the period in which we can calculate the final amount of award or incentive fee earned - based on the receipt of the customer’s final performance score or determining that more objective, contractually-defined criteria have been fully satisfied - the Company will adjust our cumulative revenue recognized to date on the contract.
In the period in which we can calculate the final amount of award or incentive fee earned based on the receipt of the customers' final performance score or the determination that more objective, contractually defined criteria have been fully satisfied, the Company will adjust our cumulative revenue recognized to date on 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.
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 considerations within the contract.
While we view the budget environment as constructive and believe there is bipartisan support for continued investment in the areas of defense and national security, it is uncertain when in any particular GFY that appropriations bills will be passed.
While we view the budget environment as constructive and believe there is bipartisan support for continued investment in the areas of defense and national security, it is uncertain when (and if) in any particular government fiscal year (GFY) that appropriations bills will be passed.
We believe that the following trends will influence the USG’s spending in our addressable market: • A stable-to-higher USG budget environment, particularly in defense and intelligence-related areas; • Increased focus on cyber, space, and the electromagnetic spectrum as key domains for National Security; • Increased spend on network and application modernization and enhancements to cyber security posture; • Increased investments in advanced technologies (e.g., Artificial Intelligence), particularly software-based technologies; • Increasing focus on near-peer competitors and other nation state threats; • Continued focus on counterterrorism, counterintelligence, and counter proliferation as key U.S. security concerns; and • Increased demand for innovation and speed of delivery.
We believe that the following trends will influence the U.S. government's spending in our addressable market: • A stable-to-higher U.S. government budget environment, particularly in national security-related areas (defense, intelligence, and border security); • Increased focus on cyber, space, and the electromagnetic spectrum as key domains for national security; • Increased spend on network and application modernization and enhancements to cyber security posture; • Increased investments in advanced technologies (e.g., AI), particularly software-based technologies; • Increasing focus on near-peer competitors and other nation state threats; • Increasing focus on application of technologies to defend the homeland; • Continued focus on counterterrorism, counterintelligence, and counter proliferation as key U.S. security concerns; and • Increased demand for innovation and speed of delivery.
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.
Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable at the asset group level. Recently Adopted and Issued Accounting Pronouncements See “Note 3 – Recent Accounting Pronouncements” in Part II, Item 8 of this Annual Report on Form 10-K for additional information. 26
Goodwill and intangible assets, net represent 68.1% and 69.6% of our total assets as of June 30, 2024 and June 30, 2023, 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.
Goodwill and intangible assets, net represent 70.7% and 68.1% of our total assets as of June 30, 2025 and June 30, 2024, 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.
The fee component of the contract may include fixed fees, award fees and incentive fees. Fixed fees are fees that are negotiated and fixed at the inception of the contract. In general, award fees are more subjective in performance criteria and are earned based on overall cost, schedule, and technical performance as measured against contractual requirements.
Fixed fees are fees that are negotiated and fixed at the inception of the contract. In general, award fees are more subjective in performance criteria and are earned based on overall cost, schedule, and technical performance as measured against contractual requirements.
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, 2024, we had $134.0 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, 2025, we had $106.2 million in cash and cash equivalents.
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.
During those periods of time when appropriations bills have not been passed and signed into law, government agencies operate under a CR, a temporary measure that typically allows the government to continue operations at prior year funding levels.
Business Combinations We record all tangible and intangible assets acquired and liabilities assumed in a business combination at fair value as of the acquisition date, with any excess purchase consideration recorded as goodwill.
Business Combinations We record all tangible and intangible assets acquired and liabilities assumed in a business combination at fair value as of the acquisition date, with any excess purchase consideration recorded as goodwill. For contingent purchase consideration, a liability is recognized at fair value as of the acquisition date with subsequent fair value adjustments recorded in operations.
The increase in revenues was primarily attributable to organic growth of 13.7%, including new contract awards and growth on existing programs. 22 Revenues by customer type with related percentages of revenues were as follows: Year Ended June 30, 2024 2023 Dollars Percent Dollars Percent (dollars in thousands) Department of Defense $ 5,695,408 74.4 % $ 4,817,470 71.9 % Federal Civilian Agencies 1,588,262 20.7 1,533,295 22.9 Commercial and other 376,162 4.9 351,781 5.2 Total $ 7,659,832 100.0 % $ 6,702,546 100.0 % • 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 7.2%, including new contract awards and growth on existing programs. 22 Revenues by customer type with related percentages of revenues were as follows (dollars in thousands): Year Ended June 30, 2025 2024 DoD $ 6,507,728 75.4 % $ 5,695,408 74.4 % Federal Civilian Agencies 1,751,973 20.3 1,588,262 20.7 Commercial and other 368,123 4.3 376,162 4.9 Total $ 8,627,824 100.0 % $ 7,659,832 100.0 % • DoD revenues include Expertise and Technology provided to various DoD customers. • Federal civilian agencies’ revenues primarily include Expertise and Technology provided to non-DoD agencies and departments of the U.S. 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.
Direct Costs . The increase in direct costs was primarily attributable to direct labor and subcontractor costs from organic growth on existing programs and higher materials costs. As a percentage of revenues, total direct costs were 67.2% and 65.7% for fiscal 2024 and 2023, respectively. Direct costs include direct labor, subcontractor costs, materials, and other direct costs.
Direct Costs . The increase in direct costs was primarily attributable to direct labor and subcontractor costs from organic growth on existing programs and higher materials costs. As a percentage of revenues, total direct costs were 67.6% and 67.2% for fiscal 2025 and 2024, respectively. Indirect Costs and Selling Expenses .
We generated the following revenues by contract type for the periods presented: Year Ended June 30, 2024 2023 Dollars Percent Dollars Percent (dollars in thousands) Cost-plus-fee $ 4,654,689 60.8 % $ 3,896,725 58.1 % Fixed-price 2,091,179 27.3 2,023,968 30.2 Time-and-materials 913,964 11.9 781,853 11.7 Total $ 7,659,832 100.0 % $ 6,702,546 100.0 % Effects of Inflation During fiscal 2024, 60.8% of our revenues were generated under cost-reimbursable contracts which automatically adjust revenues to cover costs that are affected by inflation. 11.9% of our revenues were 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 (dollars in thousands): Year Ended June 30, 2025 2024 Cost-plus-fee $ 5,221,011 60.5 % $ 4,654,689 60.8 % Fixed-price 2,271,602 26.3 2,091,179 27.3 Time-and-materials 1,135,211 13.2 913,964 11.9 Total $ 8,627,824 100.0 % $ 7,659,832 100.0 % Effects of Inflation During fiscal 2025, 60.5% of our revenues were generated under cost-plus-fee contracts, which automatically adjust revenues to cover costs that are affected by inflation. 13.2% of our revenues were generated under time-and-materials contracts, where we adjust labor rates periodically, as permitted.
When contract modifications add distinct goods or services and increase the contract value by an amount that reflects the standalone selling price, those modifications are accounted for as separate contracts.
Contract modifications that add distinct goods or services, resulting in an increase to the contract value that reflects the standalone selling price of those additions, are accounted for as separate contracts.
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.
Additional factors that could affect U.S. government spending in our addressable market include changes in set-asides for small businesses and budgetary priorities, including efficiency initiatives like the Department of Government Efficiency, limiting, delaying, or reducing federal government spending in general.
The Company continues to monitor backlog as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, early terminations, or other factors.
The Company continues to monitor backlog as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, early terminations, or other factors. Based on this analysis, an adjustment to the period end balance may be required.
As of June 30, 2024, the Company had total backlog of $31.6 billion, compared with $25.8 billion a year ago, an increase of 22.5%. Funded backlog as of June 30, 2024 was $3.8 billion. The total backlog consists of remaining performance obligations plus unexercised options.
As of June 30, 2025, the Company had total backlog of $31.4 billion, compared with $31.6 billion a year ago, a decrease of 0.6%. Funded backlog as of June 30, 2025 was $4.2 billion. The total backlog consists of remaining performance obligations plus unexercised options.
Net cash used in financing activities increased $10.8 million primarily as a result of a $117.3 million increase in net repayments under our Credit Facility, partially offset by a $111.7 million decrease in repurchases of our common stock We believe that the combination of internally generated funds, available bank borrowings, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going operations, customary capital expenditures, debt service obligations, and other working capital requirements over the next twelve months.
Net cash provided by (used in) financing activities increased $1,504.8 million primarily as a result of a $1,528.3 million of net proceeds under our debt instruments, including the impact of debt issuance costs for the Term Loan B Facility and 2033 Notes. 24 We believe that the combination of internally generated funds, available bank borrowings, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going operations, customary capital expenditures, debt service obligations, and other working capital requirements over the next twelve months.
Determining the fair value of acquired assets and liabilities assumed, including intangible assets, requires management to make significant judgments about expected future cash flows, weighted-average cost of capital, discount rates, and expected long-term growth rates.
The Company uses various valuation methods, including the relief-from-royalty method of the income approach, to determine the fair value of acquired assets and liabilities assumed. The use of these methods requires management to make significant judgments about expected future cash flows, weighted average cost of capital, discount rates, royalty rates, and expected long-term growth rates.
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.
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. The fee component of the contract may include fixed fees, award fees, and incentive fees.
The Company includes unexercised option years in its backlog and excludes the value of task orders that may be awarded under multiple award IDIQ vehicles until such task orders are issued.
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 IDIQ vehicles until such task orders are issued.
Indirect Costs and Selling Expenses . As a percentage of revenues, indirect costs and selling expenses were 22.5% and 23.7% for fiscal 2024 and 2023, respectively, driven by cost efficiencies across the Company. The increase in indirect costs and selling expenses was primarily attributable to an increase in fringe benefit expenses on a higher labor base. Depreciation and Amortization .
The increase in indirect costs and selling expenses was primarily attributable to an increase in fringe benefit expenses on a higher labor base. As a percentage of revenues, indirect costs and selling expenses decreased to 21.2% for fiscal 2025 from 22.5% for fiscal 2024, which was primarily attributable to the synergies from the acquisitions. Depreciation and Amortization .
The demand for our Expertise and Technology, in large measure, is created by the increasingly complex network, systems, and information environments in which governments and businesses operate, and by the need to stay current with emerging technology while increasing productivity, enhancing security, and, ultimately, improving performance.
The demand for our Expertise and Technology is largely driven by the evolving national security and geopolitical environment, the increasingly complex network, systems, and information environments in which governments and businesses operate, and the ongoing need to stay current with emerging technologies.
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.
Budgetary Environment We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. While future levels of defense and non-defense 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.
We may in the future seek to borrow additional amounts under a long-term debt security.
We may in the future seek to borrow additional amounts under existing debt instruments or new debt instruments.
For certain contracts, primarily our cost-plus and time-and-materials services-type revenue arrangements, we apply the right-to-invoice practical expedient in which revenues are recognized in direct proportion to our present right to consideration for progress towards the complete satisfaction of the performance obligation.
For certain contracts, primarily our cost-plus-fee and time-and-materials services-type revenue arrangements, we apply the right-to-invoice practical expedient in which revenues are recognized in direct proportion to our present right to consideration for progress towards the complete satisfaction of the performance obligation. 25 When a performance obligation has a significant degree of interrelation or interdependence between one month’s activities and the next, when there is an award or incentive fee, or when there is a significant degree of customization or modification, the Company generally records revenue using a percentage of completion method.
As of June 30, 2024, $1,133.1 million was outstanding under the Term Loan, $415.0 million was outstanding under the Revolving Facility and no borrowings on the swing line.
As of June 30, 2025, $124.5 million was outstanding under the Revolving Facility and no borrowings on the swing line. The Company also has Term Loan B Facility and 2033 Notes, with a principal amount of $750.0 million and $1,000.0 million, respectively.
For a discussion and analysis comparing our results for fiscal 2023 to fiscal 2022, see our Annual Report on Form 10-K for fiscal 2023, filed with the SEC on August 10, 2023, 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 customers in support of national security in the intelligence, defense, and federal civilian sectors, both domestically and internationally.
For a discussion and analysis comparing our results for fiscal 2024 to fiscal 2023, see our Annual Report on Form 10-K for fiscal 2024, filed with the SEC on August 8, 2024, under Part II, Item 7.
Depreciation and amortization for fiscal 2024 was consistent with the prior year period. Interest Expense and Other, Net . The increase in interest expense and other, net was primarily attributable to higher interest rates and higher outstanding debt balances. Income Taxes . The Company ’ s effective income tax rate was 22.9% and 20.4% for fiscal 2024 and 2023, respectively.
Depreciation and amortization for fiscal 2025 increased compared to prior year due to the amortization of intangible assets obtained through acquisitions made in fiscal 2025. Interest Expense and Other, Net . The increase in interest expense and other, net was primarily attributable to higher outstanding debt balances and costs incurred with debt issuances. Income Taxes .
Results of Operations Our results of operations were as follows: Year Ended June 30, Year to Year Change 2024 2023 2023 to 2024 Dollars Dollars Percent (dollars in thousands) Revenues $ 7,659,832 $ 6,702,546 $ 957,286 14.3 % Costs of revenues: Direct costs 5,147,540 4,402,728 744,812 16.9 Indirect costs and selling expenses 1,720,439 1,590,754 129,685 8.2 Depreciation and amortization 142,145 141,564 581 0.4 Total costs of revenues 7,010,124 6,135,046 875,078 14.3 Income from operations 649,708 567,500 82,208 14.5 Interest expense and other, net 105,059 83,861 21,198 25.3 Income before income taxes 544,649 483,639 61,010 12.6 Income taxes 124,725 98,904 25,821 26.1 Net income $ 419,924 $ 384,735 $ 35,189 9.1 Revenues .
Results of Operations Our results of operations were as follows (dollars in thousands): Year Ended June 30, Year to Year Change 2025 2024 2024 to 2025 Revenues $ 8,627,824 $ 7,659,832 $ 967,992 12.6 % Costs of revenues: Direct costs 5,835,558 5,147,540 688,018 13.4 Indirect costs and selling expenses 1,832,956 1,720,439 112,517 6.5 Depreciation and amortization 195,125 142,145 52,980 37.3 Total costs of revenues 7,863,639 7,010,124 853,515 12.2 Income from operations 764,185 649,708 114,477 17.6 Interest expense and other, net 158,844 105,059 53,785 51.2 Income before income taxes 605,341 544,649 60,692 11.1 Income taxes 105,511 124,725 (19,214) (15.4) Net income $ 499,830 $ 419,924 $ 79,906 19.0 % Revenues .
This provision decreased fiscal year 2024 cash flows from operations by $73.9 million and increased net deferred tax assets by a similar amount.
This provision decreased fiscal year 2025 cash flows from operations by $47.4 million and increased net deferred tax assets by a similar amount. The OBBBA enacted a provision that allows immediate deduction of domestic research and development costs in the year incurred. The Company’s cash tax payments will benefit materially as a result of this provision in fiscal 2026.
Net cash used in investing activities increased $76.2 million primarily as a result of a $75.8 million increase in cash used in acquisitions of businesses.
Net cash used in investing activities increased $1,607.0 million primarily due to cash used in acquisitions.
We continuously review our operations in an attempt to identify programs potentially at risk from CRs so that we can consider appropriate contingency plans. 21 Market Environment We provide Expertise and Technology to government 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. On May 2, 2025, President Trump submitted the GFY26 Presidential Budget Request (PBR) to Congress, which held defense spending at the GFY25 enacted level (a full-year CR) of $893 billion.
The effective tax rate for fiscal 2024 was favorably impacted by research and development tax credits, offset by state income taxes. The effective tax rate for fiscal 2023 was favorably impacted primarily by federal research tax credits and the remeasurement of state deferred taxes.
The effective tax rate for fiscal 2024 benefited from research and development tax credits partially offset by state income taxes . See “Note 16 – Income Taxes” in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Removed
Budgetary Environment We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. For the government fiscal year (GFY) ending September 30, 2023 (GFY23), defense and nondefense funding levels represented increases of approximately 10% and 6%, respectively, over GFY22 enacted levels.
Added
Overview We are a leading provider of Expertise and Technology to customers in support of national security in the intelligence, defense, and federal civilian sectors, both domestically and internationally.
Removed
On June 3, 2023, the President signed into law legislation that suspended the federal debt limit until January 2025 and capped discretionary spending in GFY24 and GFY25.
Added
On March 15, 2025, President Trump signed a CR that extended government funding through September 30, 2025, the remainder of GFY25 (a full-year CR).
Removed
Specifically, GFY24 defense spending is capped at $886 billion, an increase of 3% and in-line with the President’s GFY24 budget request, and GFY24 nondefense spending is capped at levels similar to GFY22 (though after various adjustments would essentially be flat with GFY23 levels). For GFY25, discretionary spending growth (both defense and nondefense) is capped at 1%.
Added
This is the first time that the Department of Defense (DoD) has been funded by a full-year CR, and this latest CR has some anomalies included that make it different than a typical CR, including (i) new appropriation levels were established rather than using the GFY24 levels (e.g., defense spending raised to $893 billion, which is just under the $895 billion President Biden requested for GFY25), (ii) DoD is allowed to start certain new programs, and (iii) DoD was given expanded transfer authority to reallocate funding between different accounts.
Removed
On March 23, 2024, the President signed into law an appropriations bill that funds the federal government for GFY24, generally consistent with the terms set forth in the debt limit legislation signed in June 2023.
Added
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), which provides additional funding above and beyond the PBR. The OBBBA is a reconciliation bill, which is separate from the usual government funding legislation that Congress will still need to pass before October 1, 2025 or pass a CR.
Removed
Earlier in March, the President released his GFY25 budget request that was also generally consistent with the terms set forth in the debt limit legislation signed in June 2023.
Added
The OBBBA provides immediate funding for specified parts of the government, including approximately $156 billion in defense funding (including $25 billion for the Golden Dome initiative). When combined with the President’s GFY26 PBR, this represents growth of approximately 13% over GFY25 enacted levels for defense. In addition, the OBBBA provides approximately $170 billion for border security and immigration.
Removed
See “Note 16 – Income Taxes” in Part II of this Annual Report on Form 10-K for additional information. Contract Backlog The Company’s backlog represents value on existing contracts that has the potential to be recognized into revenues as work is performed.
Added
Since this is direct funding authorized by reconciliation outside the normal budget process, these funds will be available in GFY26 and beyond whether normal appropriations or a CR is passed. 21 Market Environment We provide Expertise and Technology to government customers.
Removed
The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. The Credit Facility contains customary financial and restrictive covenants with which we have been in compliance since inception.
Added
The Company ’ s effective income tax rate was 17.4% and 22.9% for fiscal 2025 and 2024, respectively. Fiscal 2025 effective tax rate benefited from a reduction in unrecognized tax benefits following our resolution of a federal income tax audit.
Removed
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.
Added
See “Note 6 – Sales of Receivables” and “Note 12 – Debt” in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Removed
The future impact of this provision will depend on any guidance issued by the Treasury Department regarding the identification of appropriate costs for capitalization, and the amount of future research and development expenses paid or incurred (among other factors).
Removed
When a performance obligation has a significant degree of interrelation or interdependence between one month’s deliverables and the next, when there is an award or incentive fee, or when there is a significant degree of customization or modification, the Company generally records revenue using a percentage of completion method.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed2 unchanged
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, 2024 would have fluctuated by approximately $7.4 million. Approximately 3.0% and 2.8% of our total revenues in fiscal 2024 and 2023, 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, 2025 would have fluctuated by approximately $15.7 million. Approximately 3.0% and 3.0% of our total revenues in fiscal 2025 and 2024, respectively, were generated from our International Operations.
We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $1,100.0 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.
We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $1,000.0 million related to a portion of our floating rate indebtedness. All remaining balances under our Term Loan and Term Loan B Facility, and any additional amounts that may be borrowed under our Revolving Facility, are currently subject to interest rate fluctuations.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk The interest rates on both the Term Loan and the Revolving Facility are affected by changes in market interest rates. We have the ability to manage these fluctuations in part through interest rate hedging alternatives in the form of interest rate swaps.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk The interest rates on both the Credit Facility and the Term Loan B Facility are affected by changes in market interest rates. We have the ability to manage these fluctuations in part through interest rate hedging alternatives in the form of interest rate swaps.
As of June 30, 2024, we held a combination of euros and pounds sterling in the U.K. and in the Netherlands equivalent to approximately $78.8 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, 2025, we held a combination of pounds sterling and euros in the U.K. and in the Netherlands equivalent to approximately $60.1 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.

Other CACI 10-K year-over-year comparisons