CACI INTERNATIONAL INC /DE/

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Nature of Operations and Basis of Presentation

CACI International Inc (collectively, with its consolidated subsidiaries, “CACI,” the “Company,” “we,” “us,” and “our”) is a leading provider of Technology and Expertise to customers in support of national security in the intelligence, defense, and federal civilian sectors, operating throughtwo reportable segments: Domestic Operations and International Operations. The Company’s customers include agencies and departments of the U.S. government, various state and local government agencies, foreign governments, and commercial enterprises.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (GAAP) and include the accounts of CACI and our majority owned subsidiaries. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended June 30, 2026.

Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments and reclassifications (consisting of a normal, recurring nature) necessary for the fair presentation of the periods presented.

The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation.

Note 2 – Recent Accounting Pronouncements

There have been no recently adopted or recently issued accounting pronouncements that are material or expected to be material to the Company’s consolidated financial statements.

Note 3 – Acquisitions

ARKA Group L.P.

On March 9, 2026, CACI acquired all of the equity interests of ARKA Group L.P. for purchase consideration of $2,637.7 million, net of cash acquired. During the three months ended September 30, 2026, the Company recorded measurement period adjustments that increased goodwill by a net $1.2 million. These adjustments included a $4.6 million reduction in inventory and a $1.6 million increase in tax liabilities, partially offset by a $5.0 million purchase price refund resulting from the final settlement of net working capital. As of September 30, 2026, the Company has not finalized the determination of fair values allocated to various assets and liabilities, and the purchase consideration allocation is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date.

Note 4 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the three months ended September 30, 2026 are as follows (in thousands):

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

There wasno goodwill impairment during the period.

Intangible Assets

Intangible assets, net consists of the following as of the dates presented (in thousands):

Amortization expense was $54.3 million and $36.0 million for the three months ended September 30, 2026 and 2025, respectively.

Note 5 – Revenues

Disaggregation of Revenues

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

Revenues by contract type are as follows (in thousands):

Revenues by customer type are as follows (in thousands):

Revenues by prime or subcontractor are as follows (in thousands):

Revenues by Technology or Expertise are as follows (in thousands):

Changes in Estimates

Aggregate net changes in estimates for the three months ended September 30, 2026 and 2025 resulted in an increase in income before income taxes of $16.0 million ($0.53 per diluted share) and a decrease in income before income taxes of $5.0 million ($0.17 per diluted share), respectively. The Company uses its statutory tax rate when calculating the impact on diluted earnings per share.

Revenues recognized from previously satisfied performance obligations werenot material for the three months ended September 30, 2026 and September 30, 2025. The change in revenues generally relates to final true-up adjustments for estimated award or incentive fees in the period in which the customers’ final performance score was received or when it can be determined that more objective, contractually-defined criteria have been fully satisfied.

Remaining Performance Obligations

As of September 30, 2026, the Company had $14.3 billion of remaining performance obligations and expects to recognize approximately 43% and 62% as revenue over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

Contract Balances

Contract balances consist of the following (in thousands):

During the three months ended September 30, 2026 and 2025, revenue recognized from amounts included in contract liabilities at the beginning of each period was $155.5 million and $91.7 million, respectively.

Note 6 – Sales of Receivables

The Company has a Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (the Purchaser) for the sale of certain designated eligible U.S. government receivables. Under the MARPA, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $350.0 million. The Company’s receivables are sold under the MARPA without recourse for any U.S. government credit risk.

The Company accounts for receivable transfers under the MARPA as sales under the Accounting Standards Codification (ASC) 860, Transfers and Servicing, and derecognizes the sold receivables from its consolidated balance sheets. The fair value of the sold receivables approximated their book value due to their short-term nature.

The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services. The Company estimated that its servicing fee was at fair value, and therefore, no servicing asset or liability related to these receivables was recognized as of September 30, 2026. Proceeds from the sold receivables are reflected within operating activities on the condensed consolidated statements of cash flows.

MARPA activity consists of the following (in thousands):

(1)For the three months ended September 30, 2026 and 2025, the Company recorded net operating cash inflows from sold receivables of $16.5 million and $11.1 million, respectively.

(2)This balance is included in Other accrued expenses and current liabilities on the condensed consolidated balance sheets.

Note 7 – Inventories

Inventories, net consists of the following as of the dates presented (in thousands):

Inventories, net is included in Prepaid expenses and other current assets on the condensed consolidated balance sheets.

Note 8 – Long-term Debt

The following table summarizes the carrying amounts and terms of our long-term debt as of the dates presented (dollars in thousands):

The Company’s senior secured credit facility (the Credit Facility) consists of a $1,250.0 million term loan (the Term Loan) and a $2,000.0 million revolving credit facility (the Revolving Facility). As of September 30, 2026, there wereno borrowings on the swing line and stand-by letters of credit.

During the three months ended September 30, 2026, the Company made scheduled principal payments of $7.8 million on the Term Loan and $1.9 million and $2.0 million on the Term Loan B and the Term Loan B-2, which are the senior secured term loans, respectively.

As of September 30, 2026, the Company was in compliance with all of its financial covenants related to all long-term debt.

Cash Flow Hedges

The Company’s interest rate swap cash flow hedges receive variable rate one-month term Secured Overnight Financing Rate (SOFR), and they consist of (dollars in thousands):

The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows (in thousands):

(1)Amounts reclassified from AOCL are included in Interest expense and other, net on the condensed consolidated statements of operations.

(2)Includes income tax expense of $4.2 million and income tax benefit of $0.6 million for the three months ended September 30, 2026 and 2025, respectively.

We expect to reclassify net gains of $11.0 million from AOCL to earnings during the next twelve months.

Note 9 – Fair Value Measurements

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

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts.

The outstanding principal amount of the Company’s long-term debt approximates its fair value at September 30, 2026. The fair value of the Company’s debt was estimated using Level 2 inputs based on market data on companies with a corporate rating similar to CACI’s that have recently priced credit facilities.

The financial instruments measured at fair value on a recurring basis consists of the following as of the dates presented (in thousands):

The Company’s interest rate swaps are considered over-the-counter derivatives where the Company pays a fixed rate and receives SOFR. The counterparties to all swap agreements are financial institutions. The fair value is an estimate of the amount that the Company would pay or receive as of a measurement date if the agreements were transferred to a third party or canceled. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

The Company recognizes contingent consideration liabilities in connection with certain acquisitions, representing potential earnout payments and other contingent payments. The fair values of these liabilities are determined using a valuation model, which includes an assessment of the most likely outcome, assumptions related to projected earnings of the acquired company, and the application of a discount rate, when applicable. Fair value of contingent consideration is reassessed quarterly, including an analysis of the significant inputs used in the evaluation, as well as the accretion of the discount. There wereno changes to the fair value of contingent consideration for the three months ended September 30, 2026 and 2025. Changes in the fair value of contingent consideration are reflected within Indirect costs and selling expenses on the condensed consolidated statements of operations.

Note 10 – Earnings Per Share

Earnings per share and the weighted-average number of diluted shares are computed as follows (in thousands, except per share data):

Share Repurchases

As of September 30, 2026, $187.3 million remained available for repurchases of the Company’s common shares under the 2023 Repurchase Program.

Note 11 – Income Taxes

The Company’s effective income tax rates were 25.2% and 24.9% for the three months ended September 30, 2026 and 2025, respectively. The effective tax rates for the three months ended September 30, 2026 and 2025 differ from the statutory rate of 21.0% primarily due to state income taxes offset by research and development tax credits.

The Company is subject to income taxes in the U.S. and various foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company is currently under examination for fiscal 2019-2020 and 2022-2023 in one state jurisdiction and fiscal 2022-2023 in another state. The Company does not expect the resolution of either state examination to have a material impact on its condensed consolidated financial statements.

Note 12 – Business Segments

The Company reports operating results and financial data intwo segments: Domestic Operations and International Operations. Domestic Operations provide Technology and Expertise primarily to the U.S. federal government. International Operations provide Technology and Expertise primarily to international government and commercial customers.

Segment information for the periods presented is as follows (in thousands):

Asset information by segment is not a key measure of performance.

Note 13 – Legal Proceedings and Other Commitments and Contingencies

Legal Proceedings

The Company is involved in various claims, lawsuits, and administrative proceedings arising in the ordinary course of business. Based on current information and recent legal developments, management does not believe that any of these matters, individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company is defending a civil lawsuit in which plaintiffs allege that Company employees conspired with the U.S. military in connection with alleged acts of wrongdoing. The plaintiffs assert claims under the Alien Tort Statute (ATS). In November 2024, a jury returned a $42 million verdict against the Company, and on March 12, 2026, the U.S. Court of Appeals for the Fourth Circuit affirmed the judgment. On August 28, 2026, following the Supreme Court’s June 2026 decision in Cisco Systems, Inc. v. Doe, the Fourth Circuit directed the dismissal of the case, unless the plaintiffs seek further rehearing. No petition was filed by the plaintiffs. On October 20, 2026, the Court of Appeals issued the Mandate, returning the case to the District Court. On October 21, the District Court issued an Order reversing and vacating the Judgment entered on January 10, 2025, entering judgment in favor of CACI, and dismissing the case. The Plaintiffs have indicated that they may seek Supreme Court review of the Court of Appeals decision. No amounts have been recognized in our condensed consolidated financial statements.

Government Contracting

Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services. The DCAA has completed audits of the Company’s annual incurred cost proposals through fiscal 2024. The Company is still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believes its reserves for such are adequate. Adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues may be identified, discussed, and settled.

Note 14 – Subsequent Event

On October 20, 2026, the Board of Directors approved changing the Company’s fiscal year to a calendar year. As a result, the Company will file a transition report covering thesix-month transition period ending December 31, 2026.