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CACI INTERNATIONAL INC /DE/

For the period ended Mar 31, 2026. Filed Apr 23, 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.

Mar 31, 2026 · Filed Apr 23, 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 2025-12-31; filed 2026-01-22.

0001628280-26-003026

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-23.

0001628280-26-026802

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 78 previous paragraphs and 75 current paragraphs.

57 unchanged; 16 reworded; 2 added; 5 removed; 0 previous and 0 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 (2)

Current report

Net cash provided by operating activities increased by $117.4 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, primarily due to higher net income and the deduction of domestic research and development costs pursuant to tax provisions enacted by the OBBBA.

Current report

Net cash provided by financing activities increased by $855.8 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, primarily due to an increase in net borrowings under the Credit Facility, the Term Loan B-2, and the 2033 Notes-2 offset by a decrease in stock repurchase activity.
Removed paragraphs (5)

Previous report

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 report

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.

Previous 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.

Previous report

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 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.
Reworded paragraphs (16)

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 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.

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, applications, and analytics augmented by Artificial Intelligence (AI), Enterprise Resource Planning systems, electromagnetic spectrum capabilities, space-based sensors and ground site processors, 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

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 wording

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. A partial shutdown occurred following January 30, 2026, and on February 3, 2026, President Trump signed five of the six remaining GFY26 full year appropriations bills, as well as a two-week CR for the Department of Homeland Security. The defense appropriations bill was passed, providing full year funding for the Department of Defense (DoD) with a topline of $838.7 billion, approximately $8.4 billion above the President’s defense budget request for GFY26. On February 14, 2026, the CR funding the Department of Homeland Security ended, and the department entered a shutdown. While DHS currently remains in a shutdown, portions of the department’s operations have continued due to funding from the OBBBA.

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 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.

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 78% of our revenue comes from DoD and Intelligence Community (IC) customers, with additional revenue coming from federal civilian agencies and commercial and other customers.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Results of Operations for the Three and Nine Months Ended March 31, 2026 and 2025

Previous 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.

Current wording

Revenues. The increase in revenues for the three and nine months ended March 31, 2026, was partially attributable to organic growth of 6.8% and 5.6%, 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 and six months ended December 31, 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 nine months ended March 31, 2026 and 2025, 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 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.

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 nine months ended March 31, 2026, compared to the prior year periods, was primarily attributable to the increase in revenues. As a percentage of revenue, direct costs were 66.1% and 67.0% for the three and nine months ended March 31, 2026, respectively, and 66.2% and 67.2% for the three and nine months ended March 31, 2025, respectively.

Previous 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.

Current wording

Indirect Costs and Selling Expenses. The increase in indirect costs and selling expenses for the three months ended March 31, 2026, compared to the prior year period, was primarily attributable to an increase in acquisition related expenses. The increase in indirect costs and selling expenses for the nine months ended March 31, 2026, compared to the prior year period, was primarily attributable to increases in fringe benefit expenses and overhead costs associated with a larger labor base, acquisition-related expenses, and other indirect costs. As a percentage of revenue, indirect costs and selling expenses were 21.7% and 21.1% for the three and nine months ended March 31, 2026, respectively, and 22.2% and 21.8% for the three and nine months ended March 31, 2025, respectively.

Previous 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.

Current wording

Depreciation and Amortization. The increase in depreciation and amortization for the three months ended March 31, 2026, compared to the prior year period, was due to the amortization of intangible assets acquired in the third quarter of fiscal 2026. The increase in depreciation and amortization for the nine months ended March 31, 2026, compared to the prior year period, was due to the timing 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 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.

Current wording

Interest Expense and Other, Net. The increase in interest expense and other, net for the three and nine months ended March 31, 2026, compared to the prior year periods, was primarily due to higher outstanding debt balances in the current year resulting from borrowings used to finance acquisitions completed in both periods.

Previous 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.

Current wording

Income Tax Expense. The Company’s effective income tax rates were 26.2% and 24.8% for the three and nine months ended March 31, 2026, respectively, and 26.0% and 23.0% for the three and nine months ended March 31, 2025, respectively. The effective tax rates for the three and nine months ended March 31, 2026 and 2025 differ from the statutory rate of 21.0% primarily due to state income taxes offset by research and development tax credits.

Previous 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.

Current wording

As of March 31, 2026, the Company had total backlog of $33.4 billion, compared to $31.4 billion a year ago, an increase of 6.4%. Funded backlog as of March 31, 2026 was $5.0 billion. The total backlog consists of remaining performance obligations (see Note 5) plus unexercised options.

Previous 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.

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 (the Term Loan). As of March 31, 2026, the Company had $1,072.0 million of undrawn capacity under the Revolving Facility and no borrowings on the swing line and stand-by letters of credit.

Previous 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.

Current wording

Net cash used in investing activities increased by $1,007.8 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, primarily due to higher cash used for acquisitions in the current year.

Previous wording

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. We may in the future seek to borrow additional amounts under existing debt instruments or new debt instruments. 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.

Current wording

We believe that the combination of cash and cash equivalents on hand, internally generated funds, and available bank borrowings 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. We may in the future seek to borrow additional amounts under existing debt instruments or new debt instruments. Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill our long-term debt obligations 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.