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CACI INTERNATIONAL INC /DE/

For the period ended Dec 31, 2025. Filed Jan 22, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Jan 22, 2026

CACI$611.16+1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-23.

0000016058-25-000087

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

Current report: 10-Q

Period ended 2025-12-31; filed 2026-01-22.

0001628280-26-003026

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 75 previous paragraphs and 78 current paragraphs.

56 unchanged; 17 reworded; 3 added; 2 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

On October 1, 2025, the U.S. government entered a shutdown. On November 12, 2025, President Trump signed a CR ending the government shutdown and restoring operations across all federal agencies. The CR extended funding for most of the federal government at GFY25 levels until midnight on January 30, 2026.

Current report

To provide additional financial flexibility for the Company, in connection with the ARKA Group L.P. acquisition, the Company entered into a commitment letter (the Commitment Letter), dated December 19, 2025, with Wells Fargo Bank, National Association (Wells Fargo), pursuant to which Wells Fargo committed to provide a senior secured bridge loan facility in an aggregate principal amount of up to $1,300.0 million. As of December 31, 2025, no amounts were funded pursuant to the Commitment Letter.

Current report

Net cash provided by financing activities decreased by $1,464.0 million for the six months ended December 31, 2025, compared to the six months ended December 31, 2024, primarily due to higher proceeds from borrowings in the prior year.
Removed paragraphs (2)

Previous report

On October 1, 2025, the U.S. government entered a shutdown. The duration of the shutdown and the enactment of future funding remain uncertain. Federal agencies, including the DoD, have issued guidelines to continue essential operations. The Company is adhering to federal guidelines by continuing work on existing contracts funded by prior fiscal years' appropriations and mission essential programs.

Previous report

Net cash (used in) provided by financing activities decreased $421.6 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily as a result of a $421.4 million decrease in net borrowings under our debt instruments.
Reworded paragraphs (17)

Previous wording

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

Current wording

•Technology – CACI provides technology that addresses our customers’ most challenging needs. This includes agile software development using open modern architectures and DevSecOps; advanced data platforms and applications augmented by Artificial Intelligence (AI), Enterprise Resource Planning systems, electromagnetic spectrum 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.

Previous wording

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. 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 that typically allows the government to continue operations at prior year funding levels. 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). 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.

Current wording

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). 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.

Previous wording

We provide Expertise and Technology to government customers. We believe that the total addressable market for our offerings is sufficient to support the Company’s plans and is expected to continue to grow over the next several years. Approximately 78% 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 agencies.

Current wording

We provide Expertise and Technology to government customers. We believe that the total addressable market for our offerings is sufficient to support the Company’s plans and is expected to continue to grow over the next several years. Approximately 77% 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 agencies.

Previous wording

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 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. 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.

Current wording

We believe that our customers’ use of lowest price/technically acceptable 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 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. Additional factors that could affect U.S. government spending in our addressable market include changes in set-asides for small businesses and budgetary priorities.

Previous wording

Results of Operations for the Three Months Ended September 30, 2025 and 2024

Current wording

Results of Operations for the Three and Six Months Ended December 31, 2025 and 2024

Previous wording

Revenues. The increase in revenues was partially attributable to organic growth of 5.5%, including new contract awards and growth on existing programs.

Current wording

Revenues. The increase in revenues for the three and six months ended December 31, 2025, was partially attributable to organic growth of 4.5% and 5.0%, respectively, which included new contract awards and growth on existing programs.

Previous wording

The following table summarizes revenues by customer type with related percentages of revenues for the three months ended September 30, 2025 and 2024, respectively (dollars in thousands):

Current wording

The following table summarizes revenues by customer type with related percentages of revenues for the three and six months ended December 31, 2025 and 2024, respectively (dollars in thousands):

Previous wording

Direct Costs. Direct costs include direct labor, subcontractor costs, materials, and other direct costs. The increase in direct costs for the three months ended September 30, 2025, compared to the prior year period, was primarily attributable to the increase in revenues. As a percentage of revenue, direct costs were 67.6% and 68.8% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Direct Costs. Direct costs include direct labor, subcontractor costs, materials, and other direct costs. The increase in direct costs for the three and six months ended December 31, 2025, compared to the prior year period, was primarily attributable to the increase in revenues. As a percentage of revenue, direct costs were 67.3% and 67.5% for the three and six months ended December 31, 2025, respectively, and 66.8% and 67.8% for the three and six months ended December 31, 2024, respectively.

Previous wording

Indirect Costs and Selling Expenses. The increase in indirect costs and selling expenses for the three months ended September 30, 2025, compared to the prior year period, was primarily attributable to an increase in fringe benefit expenses on a higher labor base. As a percentage of revenue, indirect costs and selling expenses were 20.7% and 20.8% for the three months ended September 30, 2025 and 2024, respectively driven by cost efficiencies across the Company.

Current wording

Indirect Costs and Selling Expenses. The decrease in indirect costs and selling expenses for the three months ended December 31, 2025, compared to the prior year period, was primarily attributable to acquisition costs incurred in fiscal 2025 offset by increases in other indirect costs. The increase in indirect costs and selling expenses for the six months ended December 31, 2025, compared to the prior year period, was primarily attributable to an increase in fringe benefit expenses on a higher labor base offset by a decrease in acquisition related expenses. As a percentage of revenue, indirect costs and selling expenses were 20.9% and 20.8% for the three and six months ended December 31, 2025, respectively, and 22.2% and 21.5% for the three and six months ended December 31, 2024, respectively, driven by cost efficiencies across the Company.

Previous wording

Depreciation and Amortization. The increase in depreciation and amortization for the three months ended September 30, 2025, compared to the prior year period, was due to the amortization of intangible assets acquired in fiscal 2025.

Current wording

Depreciation and Amortization. The increase in depreciation and amortization for the three and six months ended December 31, 2025, compared to the prior year period, was due to the amortization of intangible assets acquired in fiscal 2025.

Previous wording

Interest Expense and Other, Net. The increase in interest expense and other, net for the three months ended September 30, 2025, compared to the prior year period, was primarily attributable to higher outstanding debt balances.

Current wording

Interest Expense and Other, Net. The increase in interest expense and other, net for the three and six months ended December 31, 2025, compared to the prior year period, was primarily attributable to higher outstanding debt balances during the current year offset by lower interest rates.

Previous wording

Income Tax Expense. The Company’s effective income tax rate was 24.9% and 22.9% for the three months ended September 30, 2025 and 2024, respectively. The effective tax rates for the three months ended September 30, 2025 and 2024 differ from the statutory rate of 21.0% primarily due to state income taxes and research and development tax credits.

Current wording

Income Tax Expense. The Company’s effective income tax rate was 23.3% and 24.1% for the three and six months ended December 31, 2025, respectively, and 19.9% and 21.5% for the three and six months ended December 31, 2024, respectively. The effective tax rates for the three and six months ended December 31, 2025 and 2024 differ from the statutory rate of 21.0% primarily due to state income taxes offset by research and development tax credits and stock-based compensation.

Previous wording

As of September 30, 2025, the Company had a total backlog of $33.9 billion, compared to $32.4 billion a year ago, an increase of 4.6%. Funded backlog as of September 30, 2025 was $5.4 billion. The total backlog consists of remaining performance obligations (see Note 5) plus unexercised options.

Current wording

As of December 31, 2025, the Company had total backlog of $32.8 billion, compared to $31.8 billion a year ago, an increase of 3.1%. Funded backlog as of December 31, 2025 was $4.4 billion. The total backlog consists of remaining performance obligations (see Note 5) plus unexercised options.

Previous wording

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 revolving credit facility (the Revolving Facility), which permits renewable borrowings of up to $1,975.0 million. The Revolving Facility also has sub-facilities of $100.0 million for same-day swing line borrowings and $25.0 million for stand-by letters of credit.

Current wording

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 revolving credit facility (the Revolving Facility), which permits renewable borrowings of up to $2,000.0 million. The Revolving Facility also has sub-facilities of $150.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit.

Previous wording

The Company has a $3,200.0 million senior secured credit facility (the Credit Facility), which consists of the Revolving Facility and a $1,225.0 million term loan facility (the Term Loan). As of September 30, 2025, there were no outstanding borrowings under the Revolving Facility, including the swing line and stand-by letters of credit. The Company also has the secured term loan (the Term Loan B Facility) and the senior unsecured notes (the 2033 Notes), with principal amounts of $750.0 million and $1,000.0 million, respectively.

Current wording

The Company has a $3,250.0 million senior secured credit facility (the Credit Facility), which consists of the Revolving Facility and a $1,250.0 million term loan facility (the Term Loan). As of December 31, 2025, there were no outstanding borrowings under the Revolving Facility, swing line, and stand-by letters of credit.

Previous wording

Net cash provided by operating activities increased $136.4 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to $53.6 million of higher earnings after adding back non-cash adjustments and $82.8 million of net favorable changes in working capital driven by decreased vendor disbursements.

Current wording

Net cash provided by operating activities increased by $164.6 million for the six months ended December 31, 2025, compared to the six months ended December 31, 2024, primarily due to the earnings increase of $107.2 million after adding back non-cash adjustments and $57.4 million of net favorable changes in working capital driven by increased cash collections.

Previous wording

Net cash used in investing activities decreased by $10.5 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to refunds of purchase consideration from acquisitions.

Current wording

Net cash used in investing activities decreased by $1,571.3 million for the six months ended December 31, 2025, compared to the six months ended December 31, 2024, primarily due to higher cash used in acquisitions in the prior year.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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. 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 that typically allows the government to continue operations at prior year funding levels.

Current report — wording carried from elsewhere

The Company also has the secured term loan (the Term Loan B Facility) and the senior unsecured notes (the 2033 Notes), with principal amounts of $750.0 million and $1,000.0 million, respectively.