← Back to CRC filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Caci International Inc · 10-K · FY 2026 · Period ended Jun 30, 2026
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Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 29
Consolidated Balance Sheets 32
Consolidated Statements of Operations 33
Consolidated Statements of Comprehensive Income 34
Consolidated Statements of Cash Flows 35
Consolidated Statements of Shareholders’ Equity 36
Notes to the Consolidated Financial Statements 37
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of CACI International Inc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of CACI International Inc and its subsidiaries (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded certain elements of the internal control over financial reporting of ARKA Group L.P. (“ARKA”) from its assessment of internal control over financial reporting as of June 30, 2026, because it was acquired by the Company in a purchase business combination during 2026. Subsequent to the acquisition, certain elements of ARKA’s internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of June 30, 2026. We have also excluded these elements of the internal control over financial reporting of ARKA from our audit of the Company’s internal control over financial reporting. The excluded elements represent controls over 1.5% of consolidated assets and 1.0% of the consolidated revenues as of and for the year ended June 30, 2026.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Acquisition of ARKA - Valuation of Developed Technology and Customer Relationships
As described in Notes 2 and 4 to the consolidated financial statements, on March 9, 2026, the Company acquired ARKA for purchase consideration of approximately $2,642.7 million, net of cash acquired. Management recorded $1,145 million of intangible assets, of which $485 million relates to developed technology and $660 million relates to customer relationships. Management records intangible assets acquired at fair value as of the acquisition date. The developed technology was valued using the relief-from-royalty method (income approach). The use of this method requires management to make significant judgments about discount rates, royalty rates, future obsolescence of the technology, and projections of revenues. The customer relationships were valued using the multi-period excess earnings method (income approach). The use of this method requires management to make significant judgments about tax rates, discount rates, projections of revenues and expenses, and contributory asset charges.
The principal considerations for our determination that performing procedures relating to the valuation of the developed technology and customer relationships intangible assets acquired in the acquisition of ARKA is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the developed technology and customer relationships intangible assets; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projections of revenues, discount rate and royalty rates for the developed technology and projections of revenues and expenses, discount rate and contributory asset charges for the customer relationships; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology and customer relationships intangible assets. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimates of the developed technology and customer relationships intangible assets; (iii) evaluating the appropriateness of the relief-from-royalty and multi-period excess earnings methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the relief-from-royalty and multi-period excess earnings methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to projections of revenues, discount rate and royalty rates for developed technology and the projections of revenues and expenses discount rate and contributory asset charges for customer relationships. Evaluating management’s assumptions related to projections of revenues for developed technology and the projections of revenues and expenses for customer relationships involved considering (i) the current and past performance of the ARKA business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief-from-royalty and multi-period excess earnings methods and (ii) the reasonableness of the discount rate and royalty rates assumptions for developed technology and the discount rate and contributory asset charges assumptions for customer relationships.
Revenue Recognized Over Time
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated revenues for the year ended June 30, 2026 were $9.6 billion, of which a majority was recognized over time. The Company generally recognizes revenues over time throughout the performance period as the customer simultaneously receives and consumes the benefit provided. The Company accounts for a contract when the parties have approved the contract and are committed to perform on it, the rights of each party and the payment terms are identified, the contract has commercial substance, and collectability is probable. Contract modifications are reviewed to determine whether they should be accounted for as part of the original performance obligation or as a separate contract. The Company uses a variety of input and output methods that approximate the progress towards complete satisfaction of the performance obligation, including costs incurred, labor hours expended, time-elapsed measures and right-to-invoice practical expedient. 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. For these revenue arrangements, substantially all revenues are recognized over time using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. The cost-to-cost input method requires management to use professional judgment when assessing risks, estimating contract revenues and costs, estimating variable consideration, and making assumptions for schedule and technical issues. Management periodically reassesses the assumptions and updates the estimates as needed.
The principal consideration for our determination that performing procedures relating to revenue recognized over time is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.
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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the estimates of contract revenues and related costs. These procedures also included, among others (i) obtaining and inspecting executed agreements for a selection of contracts to understand the performance obligations, method of revenue recognition, current progress towards completion, and whether contract modifications are part of the original performance obligation or a separate contract; (ii) for the contracts selected in item (i), evaluating the appropriateness of the over time revenue recognition input and output methods; (iii) testing, on a sample basis, the completeness and accuracy of costs incurred to date; and (iv) for the contracts selected in item (i) where the cost-to-cost input method was applied, (a) performing a retrospective comparison of incurred costs to prior costs incurred on the same contract or on similar completed contracts to evaluate the reasonableness of the total estimated costs at completion and (b) performing a retrospective comparison of estimated variable consideration to prior variable consideration on the same contract or on similar completed contracts to evaluate the reasonableness of the total estimated variable consideration.
/s/ PricewaterhouseCoopers LLP
Washington, District of Columbia
August 6, 2026
We have served as the Company’s auditor since 2022.
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CACI INTERNATIONAL INC
CONSOLIDATED BALANCE SHEETS
June 30,
(in thousands, except per share data) 2026 2025
ASSETS
Current assets:
Cash and cash equivalents $ 191,756 $ 106,181
Accounts receivable, net 1,705,087 1,405,441
Prepaid expenses and other current assets 364,502 268,323
Total current assets 2,261,345 1,779,945
Goodwill 6,484,456 5,021,805
Intangible assets, net 2,072,991 1,091,276
Property, plant, and equipment, net 397,161 212,035
Operating lease right-of-use assets 381,980 343,944
Supplemental retirement savings plan assets 104,878 101,024
Other assets 116,833 97,569
Total assets $ 11,819,644 $ 8,647,598
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt $ 46,750 $ 68,750
Accounts payable 521,669 381,574
Accrued compensation and benefits 284,602 282,987
Other accrued expenses and current liabilities 670,911 474,795
Total current liabilities 1,523,932 1,208,106
Long-term debt, net of current portion 4,854,759 2,849,190
Supplemental retirement savings plan obligations, net of current portion 119,233 114,261
Deferred income taxes 376,580 142,636
Operating lease liabilities 431,769 377,080
Other liabilities 50,674 62,380
Total liabilities 7,356,947 4,753,653
Commitments and contingencies
Shareholders’ equity:
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or outstanding — —
Common stock $0.10 par value, 80,000 shares authorized; 43,273 issued and 22,099 outstanding at June 30, 2026 and 43,168 issued and 21,992 outstanding at June 30, 2025 4,327 4,316
Additional paid-in capital 696,451 652,327
Retained earnings 5,396,178 4,860,370
Accumulated other comprehensive loss (18,071) (6,878)
Treasury stock, at cost (21,174 and 21,175 shares, respectively) (1,616,188) (1,616,190)
Total shareholders’ equity 4,462,697 3,893,945
Total liabilities and shareholders’ equity $ 11,819,644 $ 8,647,598
See Notes to Consolidated Financial Statements
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CACI INTERNATIONAL INC
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended June 30,
(in thousands, except per share data) 2026 2025 2024
Revenues $ 9,567,779 $ 8,627,824 $ 7,659,832
Costs of revenues:
Direct costs 6,390,886 5,835,558 5,147,540
Indirect costs and selling expenses 2,011,179 1,832,956 1,720,439
Depreciation and amortization 245,899 195,125 142,145
Total costs of revenues 8,647,964 7,863,639 7,010,124
Income from operations 919,815 764,185 649,708
Interest expense and other, net 215,454 158,844 105,059
Income before income taxes 704,361 605,341 544,649
Income taxes 168,553 105,511 124,725
Net income $ 535,808 $ 499,830 $ 419,924
Basic earnings per share $ 24.28 $ 22.47 $ 18.76
Diluted earnings per share $ 24.16 $ 22.32 $ 18.60
Weighted-average basic shares outstanding 22,065 22,247 22,381
Weighted-average diluted shares outstanding 22,176 22,393 22,573
See Notes to Consolidated Financial Statements
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CACI INTERNATIONAL INC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended June 30,
(in thousands) 2026 2025 2024
Net income $ 535,808 $ 499,830 $ 419,924
Other comprehensive (loss) income:
Foreign currency translation adjustments (11,389) 24,244 (326)
Change in fair value of interest rate swap agreements, net of tax 164 (18,513) (7,453)
Effects of post-retirement adjustments, net of tax 32 (87) 173
Total other comprehensive (loss) income, net of tax (11,193) 5,644 (7,606)
Comprehensive income $ 524,615 $ 505,474 $ 412,318
See Notes to Consolidated Financial Statements
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CACI INTERNATIONAL INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended June 30,
(in thousands) 2026 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 535,808 $ 499,830 $ 419,924
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 245,899 195,125 142,145
Amortization of deferred financing costs 5,054 3,031 2,194
Gain on divestiture of business (7,280) — —
Stock-based compensation expense 79,514 60,177 53,904
Deferred income taxes 145,387 (27,060) (49,763)
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net (198,983) (269,215) (127,878)
Prepaid expenses and other assets (30,618) 24,187 580
Accounts payable and other accrued expenses 181,226 125,914 125,173
Accrued compensation and benefits (8,748) (49,005) (58,352)
Income taxes (71,255) (4,862) (27,227)
Operating lease liabilities, net 8,748 (6,015) (6,007)
Long-term liabilities 1,958 (5,098) 22,638
Net cash provided by operating activities 886,710 547,009 497,331
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (106,653) (65,603) (63,686)
Acquisitions of businesses, net of cash acquired (2,636,216) (1,695,749) (90,240)
Proceeds from divestiture of business 8,477 — —
Other 158 2,409 1,974
Net cash used in investing activities (2,734,234) (1,758,943) (151,952)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 5,804,251 8,209,000 3,102,000
Principal payments on borrowings (3,803,376) (6,816,023) (3,257,938)
Deferred financing costs (22,360) (22,227) —
Proceeds from employee stock purchase plans 14,390 13,697 11,290
Repurchases of common stock (17,082) (168,563) (161,487)
Payment of taxes for equity transactions (34,161) (38,003) (20,760)
Other (6,855) — —
Net cash provided by (used in) financing activities 1,934,807 1,177,881 (326,895)
Effect of exchange rate changes on cash and cash equivalents (1,708) 6,273 (299)
Net change in cash and cash equivalents 85,575 (27,780) 18,185
Cash and cash equivalents, beginning of year 106,181 133,961 115,776
Cash and cash equivalents, end of year $ 191,756 $ 106,181 $ 133,961
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for income taxes, net of refunds $ 93,169 $ 134,782 $ 182,800
Cash paid during the period for interest $ 213,640 $ 145,040 $ 93,441
Non-cash financing and investing activities:
Accrued capital expenditures $ 336 $ 4,561 $ 2,043
Landlord sponsored tenant incentives $ 11,294 $ 8,692 $ 13,706
See Notes to Consolidated Financial Statements
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CACI INTERNATIONAL INC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Total shareholders’ equity
(in thousands) Shares Amount Shares Amount
Balance at June 30, 2023 42,923 $ 4,292 $ 546,334 $ 3,940,616 $ (4,916) 20,126 $ (1,261,992) $ 3,224,334
Net income — — — 419,924 — — — 419,924
Stock-based compensation expense — — 53,904 — — — — 53,904
Tax withholdings on restricted share vestings 119 12 (20,379) — — — — (20,367)
Other comprehensive loss, net of tax — — — — (7,606) — — (7,606)
Repurchases of common stock — — 50,951 — — 649 (214,064) (163,113)
Treasury stock issued under stock purchase plans — — 381 — — (35) 10,750 11,131
Balance at June 30, 2024 43,042 $ 4,304 $ 631,191 $ 4,360,540 $ (12,522) 20,740 $ (1,465,306) $ 3,518,207
Net income — — — 499,830 — — — 499,830
Stock-based compensation expense — — 60,177 — — — — 60,177
Tax withholdings on restricted share vestings 126 12 (37,784) — — — — (37,772)
Other comprehensive income, net of tax — — — — 5,644 — — 5,644
Repurchases of common stock — — (1,300) — — 471 (164,583) (165,883)
Treasury stock issued under stock purchase plans — — 43 — — (36) 13,699 13,742
Balance at June 30, 2025 43,168 $ 4,316 $ 652,327 $ 4,860,370 $ (6,878) 21,175 $ (1,616,190) $ 3,893,945
Net income — — — 535,808 — — — 535,808
Stock-based compensation expense — — 79,514 — — — — 79,514
Tax withholdings on restricted share vestings 105 11 (33,935) — — — — (33,924)
Other comprehensive loss, net of tax — — — — (11,193) — — (11,193)
Repurchases of common stock — — (1,805) — — 30 (14,390) (16,195)
Treasury stock issued under stock purchase plans — — 350 — — (31) 14,392 14,742
Balance at June 30, 2026 43,273 $ 4,327 $ 696,451 $ 5,396,178 $ (18,071) 21,174 $ (1,616,188) $ 4,462,697
See Notes to Consolidated Financial Statements
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CACI INTERNATIONAL INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 through two reportable segments: Domestic Operations and International Operations. The Company’s customers include agencies and departments of the United States (U.S.) government, various state and local government agencies, foreign governments, and commercial enterprises.
The 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. 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 – Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reported periods. The most significant of these estimates and assumptions relate to estimating contract revenues and costs, measuring progress against the Company’s performance obligations, assessing the fair value of acquired assets and liabilities accounted for through business acquisitions, valuing and determining the amortization periods for long-lived intangible assets, and assessing the recoverability of long-lived assets. Management evaluates its estimates on an ongoing basis using the most current and available information. However, actual results may differ significantly from estimates. Changes in estimates are recorded in the period in which they become known.
Business Combinations
The Company records 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 Company uses various valuation methods of income approach, including the relief-from-royalty method and the multi-period excess earnings method, to determine the fair value of acquired assets and liabilities assumed. The use of these methods requires management to make significant judgments which may include, among others, projections about future revenues, expenses, and cash flows, weighted-average cost of capital, discount rates, royalty rates, and expected long-term growth rates. During the measurement period, not to exceed one year from the acquisition date, the Company may adjust provisional amounts recorded to reflect new information subsequently obtained regarding facts and circumstances that existed as of the acquisition date.
Acquisition and Integration Costs
Costs associated with legal, financial, and other professional advisors related to acquisitions as well as applicable integration costs are expensed as incurred.
Revenue Recognition
The Company generates almost all of our revenues from three different types of contractual arrangements with the U.S. government: cost-plus-fee, fixed-price, and time-and-materials contracts. Our contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (FAR) and are competitively priced based on estimated costs of providing the contractual goods or services.
We account for a contract when the parties have approved the contract and are committed to perform on it, the rights of each party and the payment terms are identified, the contract has commercial substance, and collectability is probable. 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. 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. Variable consideration includes any amount within the transaction price that is not fixed, such as: award or incentive fees; performance penalties; unfunded contract value; or other similar items. For our contracts with award or incentive fees, the Company estimates the total amount of award or incentive fee expected to be recognized into revenues. Throughout the performance period, the Company recognizes as revenue a constrained amount of variable consideration only to the extent that it is probable that a significant reversal of the cumulative amount recognized to date will not be required in a subsequent period. The Company’s estimate of variable consideration is periodically adjusted based on significant changes in relevant facts and circumstances. In the period in which the Company 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 its cumulative revenue recognized to date on the contract.
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The Company generally recognizes revenues over time throughout the performance period as the customer simultaneously receives and consumes the benefits provided on services-type revenue arrangements. This continuous transfer of control for U.S. government contracts is supported by the unilateral right of the customer to terminate the contract for a variety of reasons without having to provide justification for its decision. For services-type revenue arrangements in which there are a repetitive amount of services that are substantially the same from one month to the next, the Company applies the series guidance. The Company uses a variety of input and output methods that approximate the progress towards complete satisfaction of the performance obligation, including costs incurred, labor hours expended, and time-elapsed measures for fixed-price stand ready obligations. For certain contracts, primarily cost-plus and time-and-materials services-type revenue arrangements, the Company applies the right-to-invoice practical expedient in which revenues are recognized in direct proportion to the Company’s present right to consideration for progress towards the complete satisfaction of the performance obligation.
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. For these revenue arrangements, substantially all revenues are recognized over time using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. When estimates of total costs to be incurred on a contract exceed total revenue, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Contract modifications are reviewed to determine whether they should be accounted for as part of the original performance obligation or as a separate contract. Contract modifications that add distinct goods or services and increase the contract value by an amount that reflects the standalone selling price are accounted for as separate contracts. When the contract modification includes goods or services that are not distinct from those already provided, the Company records a cumulative adjustment to revenues based on a remeasurement of progress towards the complete satisfaction of the not yet fully delivered performance obligation.
Based on the critical nature of our contractual performance obligations, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents. The Company has a formal review process for approving any such work that considers previous experiences with the customer, communications with the customer regarding funding status, and the Company’s knowledge of available funding for the contract or program.
Costs of Revenues
Costs of revenues includes all direct contract costs such as labor, materials, subcontractor costs, and indirect costs that are allowable and allocable to contracts under federal procurement standards. Costs of revenues also includes expenses that are unallowable under applicable procurement standards and are not allocable to contracts for billing purposes. Such unallowable expenses do not directly generate revenues but are necessary for business operations.
Changes in Estimates on Contracts
The Company recognizes revenues on many of its fixed-price, award fee, and incentive fee arrangements over time primarily using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. The process requires the Company to use professional judgment when assessing risks, estimating contract revenues and costs, estimating variable consideration, and making assumptions for schedule and technical issues. The Company periodically reassesses its assumptions and updates its estimates as needed.
Contract Balances
Contract assets include unbilled receivables in which our right to consideration is conditional on factors other than the passage of time. Contract assets exclude billed and billable receivables.
In addition, the costs to fulfill and obtain a contract are considered for capitalization based on contract specific facts and circumstances. The incremental costs to fulfill a contract (e.g., ramp up costs at the beginning of the period of performance) may be capitalized when costs are incurred prior to satisfying a performance obligation. The incremental costs of obtaining a contract (e.g., sales commissions) are capitalized as an asset when the Company expects to recover them either directly or indirectly through the revenue arrangement’s profit margins. These capitalized costs are subsequently expensed over the revenue arrangement’s period of performance. The Company has elected to apply the practical expedient to immediately expense the costs to obtain a contract when the performance obligation will be completed within twelve months of contract inception.
Contract assets are periodically reassessed based on reasonably available information as of the balance sheet date to ensure they do not exceed their net realizable value.
Contract liabilities primarily include advance payments received from a customer in excess of revenues that may be recognized as of the balance sheet date. The advance payment is subsequently recognized into revenues as the performance obligation is satisfied.
Remaining Performance Obligations
Remaining performance obligations (RPO) represent the expected revenues to be recognized on existing contracts. This balance excludes unexercised contract option years and task orders that may be issued underneath an indefinite delivery/indefinite quantity vehicle until such task orders are awarded. The RPO balance generally increases with the execution of new contracts and converts into revenues as contractual performance obligations are satisfied. The Company continues to monitor this balance as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, or early terminations.
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Cash and Cash Equivalents
The Company considers all investments with an original maturity of three months or less on their trade date to be cash equivalents. The Company classifies investments with an original maturity of more than three months but less than twelve months on their trade date as short-term marketable securities.
Receivables
Receivables include billed, billable, and unbilled receivables, substantially all of which are expected to be billed and collected generally within one year. When events or conditions indicate that amounts outstanding from customers may become uncollectible, an allowance is estimated and recorded. Upon determination that a specific receivable is uncollectible, the receivable is written off against the allowance for expected credit losses. The Company’s allowance for expected credit losses was $7.6 million and $8.1 million as of June 30, 2026 and June 30, 2025, respectively.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to credit risk include accounts receivable and cash equivalents. Management believes that credit risk related to the Company’s accounts receivable is limited due to a large number of customers in differing segments and agencies of the U.S. government. Accounts receivable credit risk is also limited due to the creditworthiness of the U.S. government. Management believes the credit risk associated with the Company’s cash equivalents is limited due to the creditworthiness of the obligors of the investments underlying the cash equivalents. In addition, although the Company maintains cash balances at financial institutions that exceed federally insured limits, these balances are placed with high quality financial institutions.
Inventories
Inventories are stated at the lower of cost (average cost or first-in, first-out) or net realizable value and are included in prepaid expenses and other current assets on the consolidated balance sheets. The Company periodically assesses its current inventory balances and records a provision for damaged, deteriorated, excess, or obsolete inventory based on historical patterns and forecasted sales.
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. The Company evaluates goodwill for both of its reporting units for impairment 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 evaluation includes a qualitative assessment or a quantitative assessment that compares the fair value of the relevant reporting unit to its respective carrying value, including goodwill, and utilizes both income and market approaches. The analysis relies on significant judgments and assumptions about expected future cash flows, weighted-average cost of capital, discount rates, expected long-term growth rates, and financial measures derived from observable market data of comparable public companies.
Intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives, which is generally over periods ranging from one to twenty-six years. 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.
Property, Plant, and Equipment
Purchases of property, plant, and equipment are capitalized at cost. The Company depreciates or amortizes on a straight-line basis over the useful life: equipment and furniture over three to eight years; buildings and building improvements up to 40 years; and leasehold improvements over the shorter of the remaining lease term or the improvements estimated useful life. Repairs and maintenance costs are expensed as incurred.
The Company evaluates its long-lived assets for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable and the carrying amount of the asset exceeds its estimated fair value at the asset group level.
External Software Development Costs
Costs incurred in creating software to be sold or licensed for external use are expensed as incurred until technological feasibility has been established. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion of a working model. Thereafter, all such software development costs are capitalized and subsequently reported at the lower of unamortized cost or estimated net realizable value. Capitalized costs are amortized on a straight-line basis over the remaining estimated economic life of the software.
Leases
The Company enters into contractual arrangements primarily for the use of real estate facilities, IT equipment, and certain other equipment. These arrangements contain a lease when the Company controls the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. All of the Company’s leases are operating leases.
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The Company records a right-of-use (ROU) asset and lease liability as of the lease commencement date equal to the present value of the remaining lease payments. Most of the Company’s leases do not provide an implicit rate that can be readily determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate on the commencement date. The ROU asset is then adjusted for initial direct costs and certain lease incentives included in the contractual arrangement. The Company combines and accounts for lease and non-lease components as a single component for facility leases. The Company has elected the practical expedient to not recognize ROU assets and lease liabilities for short-term non-facility leases. Operating lease arrangements may contain options to extend the lease term or for early termination. The Company accounts for these options when exercise is reasonably certain. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets.
Operating lease expense is recognized on a straight-line basis over the lease term and is recorded primarily within indirect costs and selling expenses on the consolidated statements of operations. Variable lease expenses are recorded in the period they are incurred and are excluded from the ROU asset and lease liability.
Derivative Instruments Designated as Cash Flow Hedges
Derivative instruments are recorded on the consolidated balance sheets at fair value. Unrealized gains and losses on derivatives designated as cash flow hedges are reported in accumulated other comprehensive income (loss) and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions.
The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate volatility on its variable-rate borrowings. The Company has entered into several floating-to-fixed interest rate swap agreements to hedge a portion of the Company’s floating rate indebtedness, which are designated and accounted for as cash flow hedges. For additional information on the Company’s interest rate swap agreements, see “Note 11 – Long-term Debt”.
The fair value of interest rate swap agreements is determined using observable market inputs for the applicable benchmark reference rate and is classified within Level 2 of the fair value hierarchy. See “Note 12 – Fair Value Measurements”.
Earnings Per Share
Basic earnings per share excludes dilution and is computed by dividing income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock excluding anti-dilutive securities.
Stock-Based Compensation
We issue stock-based awards as compensation to employees and directors in the form of Restricted Stock Units (RSUs) and Performance-based Restricted Stock Units (PRSUs). These awards are accounted for as equity awards. We recognize stock-based compensation expense net of estimated forfeitures on a straight-line basis over the underlying award’s requisite service period, as measured using the award’s grant date fair value. The grant date fair value is based on the closing market price of our common stock on the grant date. For PRSUs, we assess the probability of achieving the performance conditions at each reporting period and adjust compensation expense based on the number of shares we expect to issue.
Income Taxes
Income taxes are accounted for using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. Estimates of the realizability of deferred tax assets are based on the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies.
Liabilities for uncertain tax positions are recognized when it is more likely than not that a tax position will not be sustained upon examination and settlement with taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Income tax penalties and interest are included in income tax expense.
Foreign Currency
The assets and liabilities of the Company’s foreign subsidiaries whose functional currency is other than the U.S. dollar are translated at the exchange rate in effect on the reporting date, and income and expenses are translated at the weighted-average exchange rate during the period. The Company’s primary practice is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency fluctuations. The net translation gains and losses are recorded as accumulated other comprehensive income (loss) in shareholders’ equity. Foreign currency transaction gains and losses are recorded as incurred in indirect costs and selling expenses on the consolidated statements of operations.
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Accumulated Other Comprehensive Income (Loss)
Changes in the components of accumulated other comprehensive loss (AOCL) are as follows:
(in thousands) Foreign currency translation adjustments Interest rate swap cash flow hedges Effects of post-retirement adjustments Total
Balance at June 30, 2023 $ (36,908) $ 30,862 $ 1,130 $ (4,916)
Other comprehensive (loss) income (326) (9,973) 232 (10,067)
Income tax impact — 2,520 (59) 2,461
Other comprehensive (loss) income, net of tax (326) (7,453) 173 (7,606)
Balance at June 30, 2024 (37,234) 23,409 1,303 (12,522)
Other comprehensive income (loss) 24,244 (24,772) (116) (644)
Income tax impact — 6,259 29 6,288
Other comprehensive income (loss), net of tax 24,244 (18,513) (87) 5,644
Balance at June 30, 2025 (12,990) 4,896 1,216 (6,878)
Other comprehensive (loss) income (11,389) 219 42 (11,128)
Income tax impact — (55) (10) (65)
Other comprehensive (loss) income, net of tax (11,389) 164 32 (11,193)
Balance at June 30, 2026 $ (24,379) $ 5,060 $ 1,248 $ (18,071)
See “Note 11 – Long-term Debt” for the amounts reclassified from AOCL to earnings.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.
Note 3 – Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid. We adopted this pronouncement on a prospective basis in fiscal 2026. See “Note 15 – Income Taxes”.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, to enhance the transparency of certain expense disclosures. The ASU requires disclosure of specific types of expenses included in the expense captions of the consolidated statements of operations. The ASU will be effective beginning with our annual fiscal 2028 financial statements and may be adopted prospectively or retrospectively. We are currently evaluating the impacts of the new standard.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under the Accounting Standards Codification (ASC) 350-40. The ASU will be effective beginning with our fiscal 2029 annual financial statements, including interim reporting periods within that year, and may be adopted prospectively or retrospectively. We are currently evaluating the impacts of the new standard.
Note 4 – Acquisitions
Fiscal 2026
ARKA Group L.P.
On March 9, 2026, CACI acquired all of the equity interests of ARKA Group L.P. (ARKA) for purchase consideration of $2,642.7 million, net of cash acquired, subject to post closing adjustments. This acquisition will enhance CACI’s ability to deliver advanced technology for its national security customers in the space domain. The Company funded the acquisition from increased borrowings and cash on hand.
As of June 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.
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During fiscal 2026, the Company adjusted the preliminary purchase consideration allocation resulting in a $21.0 million net increase to goodwill. The primary measurement period adjustments included: $35.0 million net decrease to intangible assets; $25.0 million net increase to property and equipment; $11.0 million net decrease to unbilled accounts receivable. The adjusted preliminary allocation of the total estimated purchase consideration is as follows (in thousands):
Accounts receivable, net $ 103,068
Prepaid expenses and other current assets 25,490
Goodwill 1,462,926
Intangible assets, net 1,145,000
Property, plant, and equipment, net 149,412
Operating lease right-of-use assets 24,846
Other assets 436
Accounts payable (15,061)
Accrued compensation and benefits (11,531)
Other accrued expenses and current liabilities (136,841)
Deferred income taxes (85,120)
Operating lease liabilities (19,959)
Total estimated consideration $ 2,642,666
The following table summarizes the preliminary fair value attributed to intangible assets as of June 30, 2026 and the related weighted-average useful lives as of the acquisition date (dollars in thousands):
Fair value Weighted-average useful lives (years)
Customer relationships $ 660,000 13.5
Developed technology 485,000 20.9
Total $ 1,145,000 16.6
The fair value attributed to the intangible assets acquired was based on assumptions and other information compiled by management, including independent valuations that utilized established valuation techniques. The customer relationships intangible assets were valued using the excess earnings method (income approach) in which the value is derived from an estimation of the after-tax cash flows specifically attributable to the intangible asset being valued. Assumptions in this analysis included projections of revenues and expenses, tax rates, contributory asset charges, and discount rates. The developed technology asset was valued using the relief from royalty method (income approach) in which the value is derived by estimation of the after-tax royalty savings attributable to owning the developed technology asset. Assumptions in this analysis included projections of revenues, royalty rates representing costs avoided due to ownership of the developed technology asset, discount rates, and future obsolescence of the technology. Goodwill reflects benefits that are not separately identifiable from net tangible and intangible assets acquired, including new customers and platforms, technologies, and the assembled workforce. Of the value attributed to goodwill and intangible assets, $1,722.1 million is deductible for income tax purposes.
The Company entered into a commitment letter (the Commitment Letter), dated December 19, 2025, with Wells Fargo Bank, National Association, for a senior secured bridge loan facility in an aggregate principal amount of up to $1,300.0 million. The Commitment Letter remained undrawn and was terminated on March 9, 2026 upon consummation of the acquisition. Commitment fees incurred for the twelve months ended June 30, 2026 were $3.3 million.
Datalynx Limited
On February 17, 2026, CACI Limited acquired Datalynx Limited (Datalynx) for $10.7 million, net of cash acquired, which includes initial cash payments, deferred consideration, and a working capital payment. Datalynx provides specialist data and cloud migration services in mission-critical environments to government clients. The Company preliminarily recognized goodwill and intangible assets of $11.1 million and $3.5 million, respectively.
During fiscal 2026, combined post-acquisition revenues and net income for ARKA and Datalynx were $166.8 million and $17.4 million, respectively, including the impact of $26.0 million of intangible amortization. Pro forma results of operations for these acquisitions were determined to be not material relative to the Company’s consolidated results of operations. Total acquisition-related costs of $22.5 million were reported in indirect costs and selling expenses.
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Fiscal 2025
During fiscal 2025, the Company completed three acquisitions with an aggregate purchase consideration of $1,681.9 million, net of cash acquired, which includes initial cash payments, deferred consideration, and estimated contingent consideration. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $850.5 million to goodwill and $740.4 million to intangible assets. Total acquisition-related costs were $14.1 million for the twelve months ended June 30, 2025.
Fiscal 2024
During fiscal 2024, the Company completed three acquisitions with an aggregate purchase consideration of $108.6 million, net of cash acquired, which includes initial cash payments, deferred consideration, and estimated contingent consideration. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $70.0 million to goodwill and $40.1 million to intangible assets.
Note 5 – Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the years ended June 30 are as follows (in thousands):
Domestic International Total
Balance at June 30, 2024 $ 3,974,823 $ 180,021 $ 4,154,844
Goodwill acquired (1) 798,885 50,139 849,024
Foreign currency translation (297) 18,234 17,937
Balance at June 30, 2025 4,773,411 248,394 5,021,805
Goodwill acquired (1) 1,464,476 10,057 1,474,533
Goodwill divested (2) — (3,666) (3,666)
Foreign currency translation 857 (9,073) (8,216)
Balance at June 30, 2026 $ 6,238,744 $ 245,712 $ 6,484,456
______________________
(1) Includes goodwill initially allocated to new business combinations as well as measurement period adjustments, when applicable.
(2) We recognized a $7.3 million gain on the divestiture of a business which is reported in indirect costs and selling expenses on the consolidated statement of operations.
There were no impairments of goodwill during the periods presented.
Intangible Assets
Intangible assets, net consists of the following as of the dates presented (in thousands):
June 30, 2026 June 30, 2025
Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value
Customer contracts and related customer relationships $ 1,725,053 $ (546,140) $ 1,178,913 $ 1,062,718 $ (432,520) $ 630,198
Acquired technologies 1,073,225 (179,147) 894,078 646,823 (185,745) 461,078
Total intangible assets $ 2,798,278 $ (725,287) $ 2,072,991 $ 1,709,541 $ (618,265) $ 1,091,276
Amortization expense was $168.3 million, $125.0 million, and $73.8 million for fiscal 2026, 2025, and 2024, respectively. Intangible assets with a gross carrying value of $61.1 million became fully amortized during fiscal 2026 and are no longer reflected in the table above as of June 30, 2026.
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As of June 30, 2026, the estimated annual amortization expense is as follows (in thousands):
Fiscal year ending June 30,
2027 $ 216,608
2028 205,944
2029 197,106
2030 185,454
2031 168,190
Thereafter 1,099,689
Total $ 2,072,991
Note 6 – Revenues
Disaggregation of Revenues
The Company disaggregates revenues by contract type, customer type, prime vs. 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):
Year ended June 30,
2026 2025 2024
Domestic International Total Domestic International Total Domestic International Total
Cost-plus-fee $ 5,361,366 $ — $ 5,361,366 $ 5,221,011 $ — $ 5,221,011 $ 4,654,689 $ — $ 4,654,689
Fixed-price 2,718,362 182,703 2,901,065 2,112,490 159,112 2,271,602 1,950,286 140,893 2,091,179
Time-and-materials 1,180,560 124,788 1,305,348 1,036,860 98,351 1,135,211 827,770 86,194 913,964
Total $ 9,260,288 $ 307,491 $ 9,567,779 $ 8,370,361 $ 257,463 $ 8,627,824 $ 7,432,745 $ 227,087 $ 7,659,832
Revenues by customer type are as follows (in thousands):
Year ended June 30,
2026 2025 2024
Domestic International Total Domestic International Total Domestic International Total
Department of War $ 5,133,759 $ — $ 5,133,759 $ 4,617,699 $ — $ 4,617,699 $ 4,065,974 $ — $ 4,065,974
Intelligence Community 2,351,801 — 2,351,801 2,209,238 — 2,209,238 1,954,137 — 1,954,137
Federal civilian agencies 1,660,934 — 1,660,934 1,433,013 — 1,433,013 1,266,320 — 1,266,320
Commercial and other 113,794 307,491 421,285 110,411 257,463 367,874 146,314 227,087 373,401
Total $ 9,260,288 $ 307,491 $ 9,567,779 $ 8,370,361 $ 257,463 $ 8,627,824 $ 7,432,745 $ 227,087 $ 7,659,832
Revenues by prime vs. subcontractor are as follows (in thousands):
Year ended June 30,
2026 2025 2024
Domestic International Total Domestic International Total Domestic International Total
Prime contractor $ 8,347,308 $ 271,993 $ 8,619,301 $ 7,553,566 $ 230,342 $ 7,783,908 $ 6,649,114 $ 200,735 $ 6,849,849
Subcontractor 912,980 35,498 948,478 816,795 27,121 843,916 783,631 26,352 809,983
Total $ 9,260,288 $ 307,491 $ 9,567,779 $ 8,370,361 $ 257,463 $ 8,627,824 $ 7,432,745 $ 227,087 $ 7,659,832
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Revenues by Technology or Expertise are as follows (in thousands):
Year ended June 30,
2026 2025 2024
Domestic International Total Domestic International Total Domestic International Total
Technology $ 5,478,482 $ 104,640 $ 5,583,122 $ 4,655,816 $ 122,167 $ 4,777,983 $ 3,959,311 $ 143,532 $ 4,102,843
Expertise 3,781,806 202,851 3,984,657 3,714,545 135,296 3,849,841 3,473,434 83,555 3,556,989
Total $ 9,260,288 $ 307,491 $ 9,567,779 $ 8,370,361 $ 257,463 $ 8,627,824 $ 7,432,745 $ 227,087 $ 7,659,832
Changes in Estimates
Aggregate net changes in estimates reflected an increase to income before income taxes of $25.3 million ($0.85 per diluted share), a decrease of $15.8 million ($0.53 per diluted share), and an increase of $25.0 million ($0.83 per diluted share) during fiscal 2026, 2025, and 2024, respectively. The Company uses its statutory tax rate when calculating the impact to diluted earnings per share.
Revenues recognized from previously satisfied performance obligations were $2.3 million, $0.2 million, $0.7 million for fiscal 2026, 2025, and 2024, respectively. 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 June 30, 2026, the Company had $12.8 billion of remaining performance obligations and expects to recognize 47% and 67% 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):
Year ended June 30,
Description of contract related balance Financial statement classification 2026 2025
Billed and billable receivables Accounts receivable, net $ 1,259,138 $ 1,098,237
Contract assets – current unbilled receivables Accounts receivable, net 445,949 307,204
Contract assets – current costs to obtain Prepaid expenses and other current assets 6,936 7,059
Contract assets – noncurrent unbilled receivables Other assets 17,159 14,694
Contract assets – noncurrent costs to obtain Other assets 13,972 13,897
Contract liabilities – current deferred revenue and other contract liabilities Other accrued expenses and current liabilities 294,059 190,400
Contract liabilities – noncurrent deferred revenue and other contract liabilities Other liabilities 2,952 6,014
During fiscal 2026 and 2025, revenue recognized from amounts included in contract liabilities at the beginning of each period was $172.9 million and $122.5 million, respectively.
Note 7 – Sales of Receivables
On December 19, 2025, the Company amended its Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (Purchaser) for the sale of certain designated eligible U.S. government receivables. The amendment extended the term of the MARPA to December 18, 2026. 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 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 June 30, 2026. Proceeds from the sold receivables are reflected within operating activities on the consolidated statements of cash flows.
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MARPA activity consists of the following (in thousands):
As of and for the year ended June 30,
2026 2025
Beginning balance $ 288,909 $ 250,000
Sales of receivables 3,881,281 3,902,102
Cash collections (3,836,657) (3,863,193)
Outstanding balance sold to Purchaser (1) 333,533 288,909
Cash collected, not remitted to Purchaser (2) (110,127) (96,391)
Remaining sold receivables $ 223,406 $ 192,518
______________________
(1)During fiscal 2026 and 2025, the Company recorded net operating cash inflows from sold receivables of $44.6 million and $38.9 million, respectively.
(2)This balance is included in other accrued expenses and current liabilities on the consolidated balance sheets.
Note 8 – Inventories
Inventories, net consists of the following (in thousands):
As of June 30,
2026 2025
Raw materials $ 128,489 $ 87,348
Work in process 27,216 21,285
Finished goods 25,017 20,496
Total $ 180,722 $ 129,129
Inventories, net is included in prepaid expenses and other current assets on the consolidated balance sheets.
Note 9 – Property, Plant, and Equipment
Property, plant, and equipment, net consists of the following (in thousands):
As of June 30,
2026 2025
Equipment and furniture $ 452,844 $ 354,263
Land, building, and improvements 423,341 290,657
Property, plant, and equipment 876,185 644,920
Less accumulated depreciation and amortization (479,024) (432,885)
Total property, plant, and equipment, net $ 397,161 $ 212,035
Depreciation and amortization expense was $77.6 million, $70.5 million, and $68.4 million in fiscal 2026, 2025, and 2024, respectively.
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Note 10 – Leases
All of the Company’s leases are operating leases. The current portion of operating lease liabilities is included in other accrued expenses and current liabilities on the consolidated balance sheets. Operating lease ROU assets and liabilities consist of the following (in thousands):
As of June 30,
2026 2025
Operating lease ROU assets $ 381,980 $ 343,944
Operating lease liabilities, current $ 51,255 $ 40,009
Operating lease liabilities 431,769 377,080
Total operating lease liabilities $ 483,024 $ 417,089
The Company’s total lease cost is recorded primarily within indirect costs and selling expenses and has the following impact on the consolidated statements of operations (in thousands):
Year ended June 30,
2026 2025 2024
Operating lease cost $ 93,319 $ 82,082 $ 82,441
Short-term and variable lease cost 20,736 17,831 17,390
Sublease income (1,105) (1,121) (366)
Total lease cost $ 112,950 $ 98,792 $ 99,465
The Company’s future minimum lease payments under non-cancelable operating leases as of June 30, 2026 are as follows (in thousands):
Fiscal year ending June 30,
2027 $ 78,408
2028 88,180
2029 82,693
2030 70,382
2031 61,140
Thereafter 226,729
Total undiscounted lease payments 607,532
Less: imputed interest (124,508)
Total discounted lease liabilities $ 483,024
The following table summarizes other supplemental operating lease information for the periods presented (in thousands):
Year ended June 30,
2026 2025 2024
Cash paid for amounts included in the measurement of operating lease liabilities $ 75,710 $ 87,519 $ 87,969
ROU assets obtained in exchange for new operating lease obligations (1) $ 107,592 $ 106,469 $ 61,295
_________________
(1) Includes all non-cash changes arising from new or remeasured operating lease arrangements.
The weighted-average remaining lease terms as of June 30, 2026 and 2025 were 7.9 years and 7.1 years, respectively. As of June 30, 2026 and 2025, the weighted-average discount rates were 5.10% and 4.46%, respectively.
As of June 30, 2026, the Company had future lease payments of $32.2 million for facility leases that have not yet commenced. These leases have a weighted-average remaining lease term of 13.1 years.
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Note 11 – 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):
June 30, 2026 June 30, 2025
Maturity date Stated interest rate Effective interest rate Outstanding balance Outstanding balance
Revolving Facility November 2030 5.18% 5.18% $ 660,000 $ 124,500
Term Loan November 2030 4.87% 4.94% 1,234,375 1,071,875
Term Loan B October 2031 5.39% 5.63% 738,750 746,250
Term Loan B-2 March 2033 5.39% 5.60% 798,000 —
2033 Notes June 2033 6.38% 6.58% 1,000,000 1,000,000
2033 Notes-2 June 2033 6.38% 6.10% 500,000 —
Principal amount of long-term debt 4,931,125 2,942,625
Less unamortized debt discount, premium, and issuance costs (29,616) (24,685)
Total long-term debt 4,901,509 2,917,940
Less current portion (46,750) (68,750)
Long-term debt, net of current portion $ 4,854,759 $ 2,849,190
Credit Facility Agreement
On November 25, 2025, the Company amended its senior secured credit facility (the Credit Facility) primarily to extend the maturity date. As amended, the Company’s $3,250.0 million credit facility consists of a $2,000.0 million revolving credit facility (the Revolving Facility) and a $1,250.0 million term loan (the Term Loan). The Revolving Facility permits renewable borrowings and has sub-facilities of $150.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit. The interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Secured Overnight Financing Rate (SOFR) rate plus, in each case, an applicable margin based upon the Company’s consolidated total net leverage ratio. A majority of our assets serve as collateral under the Credit Facility. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility. The Term Loan is a five-year term loan under which principal payments are due in quarterly installments of $7.8 million through December 31, 2027 and $15.6 million thereafter, with any remaining balance due at maturity. As of June 30, 2026, there were no borrowings on the swing line and stand-by letters of credit.
Term Loan B
On October 30, 2024, to provide additional financial flexibility, the Company completed a senior secured term loan (the Term Loan B) in an aggregate principal amount of $750.0 million. The Term Loan B is a seven-year loan, under which principal payments are due in quarterly installments of $1.9 million beginning March 2025 with any remaining balance due at maturity. The interest rates applicable to the loans under the Term Loan B are floating interest rates that, at the Company’s option, equal a base rate or a SOFR rate, plus, in each case, an applicable margin.
The Term Loan B requires the Company to comply with certain customary negative covenants that restrict or limit our ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or other investments, transfer or dispose of assets, declare dividends, redeem or repurchase capital stock or make other distributions in respect of capital stock, prepay certain subordinated indebtedness, and engage in mergers, acquisitions or other business combinations, in each case, except as expressly permitted under the agreement. The Term Loan B includes cross-default provisions with our other debt instruments.
Term Loan B-2
On March 9, 2026, to provide additional financial flexibility in connection with the ARKA acquisition, the Company amended the Term Loan B to provide for an additional tranche of senior secured term loan (the Term Loan B-2) in an aggregate principal amount of $800.0 million. The Term Loan B-2 is a seven-year term loan under which principal payments are due in quarterly installments of $2.0 million beginning June 2026 with any remaining balance due at maturity. The interest rate applicable to the Term Loan B-2 is a floating interest rate that, at the Company’s option, equals a base rate or a SOFR rate plus, in each case, an applicable margin. The obligations under the Term Loan B-2 are secured by the Company, in each case, subject to customary exceptions that are identical to the guarantees and collateral in respect of the Term Loan B. The Term Loan B-2 is subject to the same customary negative covenants as the Term Loan B. The Company deferred $9.1 million of debt issuance costs related to the Term Loan B-2, which are amortized to interest expense over the life of the Term Loan B-2 using the effective interest method.
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2033 Notes
On June 2, 2025, CACI issued 6.375% fixed-rate senior unsecured notes with an aggregate principal amount of $1,000.0 million (the 2033 Notes). Net proceeds from the issuance were $989.8 million, all of which were used to repay outstanding borrowings under the Revolving Facility. Debt issuance costs of $12.4 million are amortized to interest expense over the term of the 2033 Notes using the effective interest method. Interest is payable semi-annually in arrears, commencing on December 15, 2025. The principal is due in full at maturity. The 2033 Notes are subordinated to existing senior secured indebtedness, including the Credit Facility, the Term Loan B, and the Term Loan B-2.
Upon the occurrence of a change of control event accompanied by a ratings decline with respect to the 2033 Notes, each note holder may require the Company to repurchase the respective notes held, in whole or in part, at a redemption price of 101% of the related principal amount plus accrued and unpaid interest to the date of redemption.
The 2033 Notes include certain covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, and enter into sale and leaseback transactions. The 2033 Notes includes cross-default provisions with our other debt instruments.
2033 Notes-2
On March 12, 2026, the Company issued an additional $500.0 million of its senior unsecured notes (the 2033 Notes‑2), which form part of the same series as the Company’s 2033 Notes. The Company issued the 2033 Notes-2 at a premium and received $516.5 million in net proceeds, which were used to repay outstanding borrowings under the Revolving Facility. Interest is payable semi-annually in arrears, commencing on June 15, 2026. The principal is due in full at maturity. The terms and subordination of the 2033 Notes-2 are the same as the 2033 Notes. All premiums and debt issuance costs are amortized using the effective interest rate over the life of the loan.
The aggregate maturities of long-term debt as of June 30, 2026 are as follows (in thousands):
Fiscal year ending June 30,
2027 $ 46,750
2028 62,375
2029 78,000
2030 78,000
2031 1,706,750
Thereafter 2,959,250
Principal amount of long-term debt $ 4,931,125
As of June 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 SOFR, and they consist of (dollars in thousands):
As of June 30, 2026
Effective date Notional amount Paid fixed rate Maturity date
July 2019 $ 100,000 2.20% July 2026
July 2022 50,000 1.69% July 2027
October 2022 50,000 1.98% October 2027
October 2022 50,000 2.74% October 2028
January 2023 50,000 1.80% January 2027
January 2023 50,000 2.14% January 2027
January 2023 50,000 2.04% January 2028
April 2023 200,000 3.71% April 2027
April 2023 100,000 3.67% April 2028
May 2026 300,000 3.79% May 2028
May 2026 200,000 3.80% May 2029
May 2026 300,000 3.81% May 2030
Total notional amount $ 1,500,000
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The effect of the cash flow hedges on other comprehensive income (loss) and earnings for the periods presented was as follows (in thousands):
Year ended June 30,
2026 2025 2024
Gain (loss) recognized in other comprehensive income before reclassifications $ 8,428 $ (7,202) $ 17,417
Amounts reclassified from AOCL to earnings (1) (8,209) (17,570) (27,390)
Other comprehensive income (loss) $ 219 $ (24,772) $ (9,973)
______________________
(1)Amounts reclassified from AOCL are included in interest expense and other, net on the consolidated statements of operations.
We expect to reclassify net gains of $6.2 million from AOCL to earnings during the next twelve months.
Note 12 – Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, 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 financial instruments measured at fair value on a recurring basis consist of the following (in thousands):
Fair value hierarchy As of June 30,
Description of financial instrument Financial statement classification 2026 2025
Interest rate swap agreements Prepaid expenses and other current assets Level 2 $ 1,230 $ 220
Interest rate swap agreements Other assets Level 2 7,545 9,839
Interest rate swap agreements Other liabilities Level 2 — 1,503
Contingent consideration Other accrued expenses and current liabilities Level 3 7,764 3,678
Contingent consideration Other liabilities Level 3 551 10,017
The outstanding principal amount of the Company’s long-term debt approximates its fair value at June 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 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 recognized contingent consideration liabilities in connection with certain acquisitions, representing potential earnout payments and other contingent payments. The fair values of these liabilities were determined using a valuation model, which included 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. The fair value of contingent consideration decreased $0.8 million and $8.5 million for fiscal 2026 and 2025, respectively. In fiscal 2026, the Company paid $4.2 million to settle contingent consideration obligations from prior acquisitions, which was classified as a financing cash outflow. Changes in the fair value of contingent consideration are reflected within indirect costs and selling expenses.
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Note 13 – Composition of Certain Financial Statement Captions
Accrued Compensation and Benefits
Accrued compensation and benefits consists of the following (in thousands):
As of June 30,
2026 2025
Accrued salaries and withholdings $ 241,855 $ 216,399
Accrued leave 17,565 41,884
Other 25,182 24,704
Total accrued compensation and benefits $ 284,602 $ 282,987
Other Accrued Expenses and Current Liabilities
Other accrued expenses and current liabilities consists of the following (in thousands):
As of June 30,
2026 2025
Deferred revenue, current $ 294,059 $ 190,400
Vendor obligations 157,101 99,763
MARPA payable 110,127 96,391
Operating lease liabilities, current 51,255 40,009
Other 58,369 48,232
Total other accrued expenses and current liabilities $ 670,911 $ 474,795
Other Liabilities
Other liabilities consists of the following (in thousands):
As of June 30,
2026 2025
Reserve for unrecognized tax benefits $ 31,315 $ 30,321
Deferred and contingent acquisition consideration 1,213 10,017
Accrued post-retirement obligations 6,967 6,967
Deferred revenue, noncurrent 2,952 6,014
Interest rate swap agreements — 1,503
Other 8,227 7,558
Total other liabilities $ 50,674 $ 62,380
Accrued post-retirement obligations include projected liabilities for benefits the Company is obligated to provide under long-term care, group health, and executive life insurance plans, each of which is unfunded. Plan benefits are available to certain current and former executives, their eligible dependents, and other employees who are eligible as defined in the applicable plans. Post-retirement obligations also include accrued benefits under supplemental retirement benefit plans covering certain executives. The expense recorded under these plans were not material during fiscal 2026, 2025, and 2024.
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Note 14 – Earnings Per Share
Earnings per share and the weighted-average number of diluted shares are computed as follows (in thousands, except per share data):
Year ended June 30,
2026 2025 2024
Net income $ 535,808 $ 499,830 $ 419,924
Weighted-average number of basic shares outstanding 22,065 22,247 22,381
Dilutive effect of equity awards 111 146 192
Weighted-average number of diluted shares outstanding 22,176 22,393 22,573
Basic earnings per share $ 24.28 $ 22.47 $ 18.76
Diluted earnings per share $ 24.16 $ 22.32 $ 18.60
Share Repurchases
The Company has a share repurchase program that was authorized by the Board of Directors to repurchase up to $750.0 million of the Company’s common stock (the 2023 Repurchase Program).
There were no repurchases during fiscal 2026 under the 2023 Repurchase Program. During fiscal 2025 and fiscal 2024, CACI repurchased 0.4 million and 0.5 million shares of its outstanding common stock on the open market at an average share price of $344.35 and $318.99, including commissions paid, respectively.
As of June 30, 2026, the total remaining authorization for future common share repurchases under the 2023 Repurchase Program was $187.3 million.
Note 15 – Income Taxes
The domestic and foreign components of income before provision for income taxes are as follows (in thousands):
Year ended June 30,
2026 2025 2024
Domestic $ 624,392 $ 534,394 $ 480,145
Foreign 79,969 70,947 64,504
Income before income taxes $ 704,361 $ 605,341 $ 544,649
The components of income tax expense are as follows (in thousands):
Year ended June 30,
2026 2025 2024
Current:
Federal $ (20,746) $ 82,647 $ 130,621
State and local 22,108 32,174 26,268
Foreign 21,804 17,750 17,599
Total current 23,166 132,571 174,488
Deferred:
Federal 131,167 (18,829) (42,322)
State and local 15,218 (6,167) (6,827)
Foreign (998) (2,064) (614)
Total deferred 145,387 (27,060) (49,763)
Total income tax expense $ 168,553 $ 105,511 $ 124,725
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Income tax expense differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21.0%, presented after prospectively adopting ASU 2023-09, as a result of the following (dollars in thousands):
Year ended June 30, 2026
U.S. Federal statutory tax rate $ 147,916 21.0 %
State and local taxes, net of federal benefit (1) 28,669 4.1
Foreign tax effects 2,121 0.3
Effect of cross-border tax laws (1,449) (0.2)
Tax credits:
Research and development (R&D) credits (10,744) (1.6)
Other tax credits (1,302) (0.2)
Changes in valuation allowances 3,157 0.4
Nontaxable or nondeductible items 5,341 0.8
Changes in unrecognized tax benefits (5,156) (0.7)
Total tax expense $ 168,553 23.9 %
________________
(1) State taxes in Virginia and California make up the majority (greater than 50 percent) of the tax effect in this category.
Income tax expense differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21.0%, prior to the adoption of ASU 2023-09, as a result of the following (dollars in thousands):
Year ended June 30,
2025 2024
Expected tax expense computed at federal statutory rate $ 127,122 $ 114,376
State and local taxes, net of federal benefit 20,362 16,508
R&D tax credit, net (14,073) (12,604)
Stock-based compensation (6,221) (2,385)
Nonincludible and nondeductible items, net 3,426 4,368
Remeasurement of deferred taxes — (1,150)
Changes in unrecognized tax benefits (23,161) —
Other (1,944) 5,612
Total income tax expense $ 105,511 $ 124,725
Effective income tax rate 17.4 % 22.9 %
The effective tax rates for fiscal 2026, 2025, and 2024 were primarily driven by state income taxes offset by R&D tax credits. Additionally, the effective tax rate for fiscal 2025 benefited from a reduction in unrecognized tax benefits following resolution of a federal income tax audit.
A reconciliation of income taxes paid, net of refunds received, is as follows (in thousands):
Year ended June 30, 2026
Federal: $ 35,153
State and Local:
Virginia 15,100
California 6,000
All other 15,005
Foreign:
UK 11,008
Germany 8,619
All other 2,284
Total income taxes paid, net of refunds received $ 93,169
The Company paid income taxes, net of refunds received, of $134.8 million and $182.8 million for the years ended June 30, 2025 and June 30, 2024, respectively.
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The tax effects of temporary differences that give rise to deferred taxes are presented below (in thousands):
June 30,
2026 2025
Deferred tax assets:
Operating lease liabilities $ 127,551 $ 110,068
Reserves and accruals 19,243 18,782
Capitalized R&D 124,877 211,035
Credits and net operating loss carryovers 14,521 11,191
Deferred compensation and post-retirement obligations 36,592 34,650
Stock-based compensation 15,761 13,076
Valuation allowance (7,938) (4,781)
Total deferred tax assets 330,607 394,021
Deferred tax liabilities:
Goodwill and other intangible assets (513,983) (384,600)
Property, plant, and equipment (21,039) (26,091)
Operating lease right-of-use assets (94,476) (82,747)
Deferred revenue (54,930) (21,967)
Prepaid expenses (12,827) (11,209)
Interest rate swaps (2,117) (2,063)
Other (5,004) (7,062)
Total deferred tax liabilities (704,376) (535,739)
Net deferred tax liability $ (373,769) $ (141,718)
The federal net operating loss carryovers have indefinite carryforward periods.
On July 4, 2025, the President signed into law the One Big Beautiful Bill Act (OBBBA). The OBBBA, among other things, enacted a provision that allows immediate deduction of domestic R&D costs in the year incurred and accelerates recovery of previously capitalized R&D costs.
The Company is subject to income taxes in the U.S. and various state and 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 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 consolidated financial statements.
Changes in the Company’s liability for unrecognized tax benefits are shown in the table below (in thousands):
Year ended June 30,
2026 2025 2024
Beginning of year $ 30,163 $ 73,044 $ 153,860
Additions based on prior year tax positions 1,080 — 3,592
Additions based on current year tax positions 5,474 6,974 11,703
Reductions based on prior year tax positions (440) (15,183) (96,111)
Settlement with taxing authorities (1,440) (34,150) —
Lapse of statute of limitations (5,709) (522) —
End of year $ 29,128 $ 30,163 $ 73,044
Unrecognized tax benefits that, if recognized, would affect the effective tax rate $ 29,128 $ 30,163 $ 73,044
During fiscal 2025, the Company reduced its unrecognized tax benefits following resolution of the federal income tax audit. During fiscal 2024, the Company reduced its unrecognized tax benefit, primarily due to completing a detailed analysis of capitalized R&D costs which considered recent guidance issued by the IRS.
At June 30, 2026, the amount of accrued interest and penalties on our consolidated balance sheet was $2.3 million. The Company recognizes net interest and penalties as a component of income tax expense. Over the next 12 months, the Company does not expect a significant increase or decrease in the unrecognized tax benefits recorded at June 30, 2026. As of June 30, 2026, the entire balance of unrecognized tax benefits is included in deferred taxes and other liabilities.
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The Organisation for Economic Co-operation and Development has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2). While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. The Company does not expect Pillar 2 to have a material impact on its effective tax rate or its results of operation, financial position, and cash flows.
Note 16 – Stock-Based Compensation
Plan Summaries
The stock-based compensation plans approved by the stockholders of the Company are the 2025 Incentive Compensation Plan (the 2025 Plan), the Employee Stock Purchase Plan (ESPP), the Management Stock Purchase Plan (MSPP), and the Director Stock Purchase Plan (DSPP).
The 2025 Plan provides CACI employees and members of the Board of Directors the opportunity to receive various types of stock-based compensation awards, including RSUs and PRSUs. As of June 30, 2026, the total number of shares authorized for issuance under the 2025 Plan is 2.4 million. As of June 30, 2026, 0.8 million shares remain available for issuance.
As of June 30, 2026, we have outstanding RSUs and PRSUs under the 2025 Plan. Employee RSUs generally vest over a three-year service period in equal installments on each anniversary of the grant date. Directors receive an annual RSU grant as part of their compensation, which vests in four equal quarterly installments. Employee PRSUs cliff-vest at the end of the third fiscal year following the grant date, subject to minimum service requirements and the Company’s achievement of financial metrics. The number of shares issued may be up to 200% of the target number of shares.
Under the ESPP, eligible full-time employees may purchase shares of the Company’s common stock at a price equal to 95% of the closing price per share on the last trading day of the quarter. The ESPP is a qualified plan under Section 423 of the Internal Revenue Code and is considered non-compensatory for financial reporting purposes. The MSPP permits eligible employees subject to stock holding requirements to elect RSUs in lieu of up to 100% of their annual cash bonus at a discount to the closing price per share on the grant date. The discount is recognized as stock-based compensation expense ratably over the three-year vesting period. The DSPP allows directors to elect to receive RSUs at the market price of the Company’s common stock on the date of the award in lieu of up to 100% of their annual retainer fees. As of June 30, 2026, there are 1.5 million, 0.5 million, and 0.1 million shares authorized for issuance under the ESPP, MSPP and DSPP, respectively, and these plans are not material to our consolidated financial statements.
Expense and Related Tax Benefits Recognized
Stock-based compensation expense and related income tax benefits recognized under all plans are as follows (in thousands):
Year ended June 30,
2026 2025 2024
RSUs $ 59,217 $ 31,105 $ 30,355
PRSUs 20,297 29,072 23,549
Stock-based compensation expense $ 79,514 $ 60,177 $ 53,904
Income tax benefits recognized from stock-based compensation $ 25,331 $ 22,683 $ 16,486
RSUs
The following table summarizes the RSU activity for the year ended June 30, 2026:
Number of shares Weighted-average grant date fair value
Unvested at June 30, 2025 175,239 $ 383.18
Granted 75,921 516.47
Vested (94,402) 338.14
Forfeited (8,052) 485.90
Unvested at June 30, 2026 148,706 $ 474.26
The weighted-average grant date fair value of the RSUs granted in fiscal 2026, 2025, and 2024 was $516.47, $496.46, and $318.15, respectively. The total fair value of RSUs that vested during fiscal 2026, 2025, and 2024 was $49.2 million, $56.8 million, and $31.6 million, respectively. As of June 30, 2026, unrecognized compensation cost related to RSUs, net of estimated forfeitures, totaled $34.8 million and is expected to be recognized over a weighted-average period of 1.6 years.
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PRSUs
The following table summarizes the PRSU activity for the year ended June 30, 2026:
Number of shares Weighted-average grant date fair value
Unvested at June 30, 2025 141,703 $ 334.62
Granted (1) 31,200 515.42
Adjustments (2) 25,887 264.72
Vested (3) (76,009) 266.73
Forfeited (1) (4,519) 457.41
Unvested at June 30, 2026 118,262 $ 405.96
______________________
(1) Presented at 100% of target number of shares.
(2) Reflects the change in number of shares vested compared to the number of shares that would have vested at target.
(3) Reflects the actual shares issued based on performance achieved.
For PRSUs granted, the actual number of shares issued upon vesting ranges from 0% to 200% of the target number of shares, based on achievement of the applicable performance goals. The weighted-average grant date fair value of the PRSUs granted in fiscal 2026, 2025, and 2024 was $515.42, $505.62, and $314.54, respectively. The total fair value of PRSUs that vested during fiscal 2026, 2025, and 2024 was $39.6 million, $43.7 million, and $26.9 million, respectively. As of June 30, 2026, unrecognized compensation cost related to PRSUs, net of estimated forfeitures, totaled $19.7 million and is expected to be recognized over a weighted-average period of 1.0 years.
Note 17 – Retirement Plans
The Company sponsors various defined contribution plans, in which most employees are eligible to participate. The total plan expense for fiscal 2026, 2025, and 2024 was $94.7 million, $84.4 million, and $78.7 million, respectively.
CACI $MART Plan
The Company offers the CACI $MART Plan, a defined contribution plan, to its eligible employees. The Company makes minimum matching contributions that vest after three years of continuous service. Contribution expense for the plan for fiscal 2026, 2025, and 2024 was $84.7 million, $74.7 million, and $65.8 million, respectively.
Supplemental Retirement Savings Plan
The Company maintains the CACI International Inc Group Executive Retirement Plan (the Supplemental Retirement Savings Plan). The Supplemental Retirement Savings Plan is a non-qualified defined contribution supplemental retirement savings plan for certain key employees whereby participants may elect to defer a portion of their compensation. The Company contributes 5% of participant annual compensation exceeding the limit as set forth in IRC 401(a)(17) (currently $360,000 per year) and may make additional discretionary contributions. These contributions vest over five-years from enrollment but vest immediately upon a change of control. Participant accounts are credited with the rate of return based on the investment options and asset allocations selected by the Participant. Distributions from the Supplemental Retirement Savings Plan are available upon retirement, termination, death, total disability, or through in-service withdrawals.
As of June 30, 2026 and 2025, Supplemental Retirement Savings Plan obligations due to participants totaled $130.7 million and $125.4 million, respectively, of which the current portion is included in accrued compensation and benefits. Supplemental Retirement Savings Plan expense for fiscal 2026, 2025, and 2024 was $7.0 million, $7.2 million, and $6.9 million, respectively.
We invest in corporate owned life insurance (COLI) products that are held in a Rabbi Trust to fund the Supplemental Retirement Savings Plan obligations. The COLI investments are recorded at cash surrender value and are presented as supplemental retirement savings plan assets on the consolidated financial statements. Gains and losses recognized on the COLI products are recorded in Indirect costs and selling expenses on the consolidated statements of operations. We recorded a net gain of $5.2 million for fiscal 2026, 2025, and 2024.
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Note 18 – Business Segments
The Company defines its operating segments based on the way the Chief Operating Decision Maker (CODM), identified as the Company’s Chief Executive Officer, manages operations for purposes of assessing performance and allocating resources. The CODM evaluates the performance of the Company’s operating segments based on segment revenue and income from operations.
The Company reports operating results and financial data in two 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):
Year ended June 30,
2026 2025 2024
Domestic International Total Domestic International Total Domestic International Total
Revenues $ 9,260,288 $ 307,491 $ 9,567,779 $ 8,370,361 $ 257,463 $ 8,627,824 $ 7,432,745 $ 227,087 $ 7,659,832
Direct costs 6,255,615 135,271 6,390,886 5,727,031 108,527 5,835,558 5,057,415 90,125 5,147,540
Indirect costs and selling expenses 1,904,658 106,521 2,011,179 1,743,160 89,796 1,832,956 1,630,768 89,671 1,720,439
Depreciation and amortization 240,142 5,757 245,899 190,618 4,507 195,125 138,548 3,597 142,145
Income from operations 859,873 59,942 919,815 709,552 54,633 764,185 606,014 43,694 649,708
Capital expenditures 99,950 6,703 106,653 63,901 1,702 65,603 60,898 2,788 63,686
Asset information by segment is not a key measure of performance.
During fiscal 2026, 2025, and 2024, 95.6%, 95.7%, and 95.1% of the Company’s total revenues, respectively, were generated from contracts with the U.S. government, either as a prime contractor or a subcontractor.
Note 19 – Legal Proceedings and Other Commitments and Contingencies
Legal Proceedings
The Company is involved in various claims, lawsuits, and administrative proceedings arising in the normal course of business, none of which, based on current information, are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
On November 12, 2024, a jury reached a $42 million judgment against the Company in an ongoing civil suit alleging that the Company’s employees had conspired with the U.S. military, which led to acts of wrongdoing committed by the U.S. military against the plaintiffs. On November 25, 2024, the Company filed a motion for dismissal as a matter of law, enumerating numerous grounds. On January 10, 2025, the motion was denied, and the Company filed a notice of appeal to the U.S. Court of Appeals. The Court of Appeals established a briefing schedule, which concluded on July 25, 2025. The Court of Appeals heard oral argument on September 9, 2025. On March 12, 2026, the Court of Appeals, in a 2-1 decision, affirmed the judgment of the district court against CACI. The Company filed a petition for rehearing or rehearing en banc and asked the Court of Appeals to stay action on that petition pending the Supreme Court’s expected decision in Cisco Systems, Inc. v. Doe, No. 24-856. On June 22, 2026, the Supreme Court issued its decision in the Cisco case.
On June 23, 2026, CACI filed a notice with the Court of Appeals, apprising the Court of the Cisco decision, and requested that the Court reverse the district court’s judgment and remand with instructions to dismiss Plaintiff’s claims for lack of jurisdiction. On June 29, 2026, the Court of Appeals directed the parties to file supplemental briefs addressing their views on the effect of the Cisco decision, which were subsequently filed. The Company is vigorously defending the proceedings and continues to believe that the plaintiffs’ position is completely without merit. No amounts have been recognized in our 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.