U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

November 2, 2011
(Date of Report)

CACI International Inc
(Exact name of registrant as specified in its Charter)

Delaware

001-31400

54-1345899

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer Identification Number)

1100 N. Glebe Road
Arlington, Virginia 22201
(Address of Principal executive offices)(ZIP code)

(703) 841-7800
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEMS 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION;
and 7.01: REGULATION FD DISCLOSURE

On November 2, 2011, the Registrant released its financial results for the first quarter of fiscal year 2012.

A copy of the Registrant’s press release announcing the financial results as well as the schedule for a conference call and “web cast” on November 3, 2011 is attached as Exhibit 99 to this current report on Form 8-K.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit 99 Press Release dated November 2, 2011 announcing CACI’s financial results for the first quarter of fiscal year 2012.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CACI International Inc
 
Registrant


By:

/s/ Arnold D. Morse

Arnold D. Morse

Senior Vice President,

Chief Legal Officer and Secretary

Exhibit 99

CACI Reports Record Results for Its Fiscal 2012 First Quarter and Raises Fiscal 2012 Guidance

Pro forma net income increased 41.6 percent

Pro forma diluted EPS increased 47.5 percent

Pro forma operating income increased 40.3 percent

Revenue increased 10.8 percent; organic revenue increased 8.3 percent

Record funding orders and contract awards

ARLINGTON, Va.--(BUSINESS WIRE)--November 2, 2011--CACI International Inc (NYSE: CACI), a leading professional services and information technology solutions provider to the federal government, announced results today for its first fiscal quarter ended September 30, 2011.

First Quarter Results

The following table summarizes results computed in accordance with Generally Accepted Accounting Principles (GAAP).

                         
(in millions except per share data)       Q1, FY12       Q1, FY11       % Change
Revenue       $924.4       $834.0       10.8%
Operating income       $75.7       $52.1       45.2%
Net income       $42.1       $28.7       47.1%
Diluted earnings per share       $1.41       $0.92       53.3%
                 

We are pleased to report record first quarter Fiscal Year 2012 (FY12) revenue of $924.4 million, an increase of 10.8 percent from the first quarter of Fiscal Year 2011 (FY11). The revenue increase was driven primarily by organic revenue growth of 8.3 percent.

Pro Forma First Quarter Results

In FY10, we completed two domestic acquisitions with acquisition-related contingent consideration, or earn-outs, which represent potential additional purchase consideration based on the acquired company’s performance post-acquisition. The fair values of the expected earn-outs were recorded as liabilities on the balance sheet as of each acquisition date, and are re-measured each quarter, with any change in the fair values of the liabilities reflected in the income statement. In the first quarter of our FY12, the liabilities decreased $0.6 million, with a corresponding increase to operating income, due to reductions in the fair values of the earn-out liabilities. In the first quarter of FY11, the liabilities increased, and operating income decreased, by $1.4 million. To provide a comparison of our results excluding these earn-out adjustments, pro forma results for the first quarter of FY12 and FY11 are shown below.


                         
(in millions except per share data)       Q1, FY12       Q1, FY11       % Change
Revenue       $924.4       $834.0       10.8%
Pro forma operating income, a non-GAAP measure       $75.1       $53.5       40.3%
Pro forma net income, a non-GAAP measure       $41.8       $29.5       41.6%
Pro forma diluted earnings per share, a non-GAAP measure       $1.40       $0.95       47.5%
                 

Pro forma operating income grew 40.3 percent over the prior year period to $75.1 million, driven primarily by strong growth of 12.2 percent in direct labor. We also completed a large, one-time commercial product sale this quarter that generated $12.0 million in revenue and $6.1 million in net income. Pro forma net income for the first quarter of FY12 was a record $41.8 million, or $1.40 pro forma diluted earnings per share, an increase of 41.6 percent over pro forma net income of $29.5 million, or $0.95 pro forma diluted earnings per share, for the same period in FY11. Net cash provided by operations in the quarter was $56.1 million. (See Reconciliation of Operating Income, Net Income and Diluted Earnings Per Share to Pro Forma Amounts on page 12.)

CEO Commentary and Outlook

Paul Cofoni, CACI's President and CEO, said, “Our record performance in the first quarter of the fiscal year confirms CACI’s strategy to position our solutions and services in support of our client’s greatest challenges in national security. We are winning business in our strategic focus areas of defense, intelligence, homeland security, and IT modernization and government transformation, where we continue to see growth opportunities. Across our enterprise we are delivering operational excellence, and we are agile in responding with innovative solutions to current and emerging client needs.

“In 13 out of the last 15 quarters, we have delivered on our financial goals of mid- to high-single-digit organic revenue growth and double-digit earnings growth. This quarter we again achieved our financial goals with record results in revenue, operating income, and EPS, and received $1.6 billion in contract funding orders in the quarter – the highest in CACI's history. We also generated record operating cash flow in the quarter. Our over $2 billion of contract awards included $635 million of S3 awards focused primarily in the C4ISR-related area, and approximately $350 million in intelligence contracts.”

Mr. Cofoni added, “Our mergers and acquisition program is accelerating our momentum in the high-growth cyber arena, with our recent strategic acquisitions of Pangia Technologies and Paradigm Holdings. Pangia and Paradigm expand CACI’s capabilities for cyber forensics and secure network operations, providing our clients with unique capabilities to respond to national security threats. We also completed the acquisition of Advanced Programs Group, a leading provider of Oracle e-Business services, significantly expanding our capabilities in the business systems and government transformation market.

"We are raising our guidance for Fiscal Year 2012 based on continued strength in our operating performance; the addition of acquisitions in the cyber and business systems areas; and a large commercial product sale. Our record performance in this first quarter of our 50 th year in business provides a solid foundation and strong momentum for the rest of this fiscal year and beyond.”


                 

Additional Financial Metrics

                         
(in millions except per share data)       Q1, FY12       Q1, FY11       % Change
Pro forma earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP measure       $88.9       $66.7       33.2%
Pro forma diluted adjusted earnings per share, a non-GAAP measure       $1.82       $1.37       32.8%
Days sales outstanding       58       59        
 

First Quarter Contract Funding Orders and Awards

Recent Strategic Mergers and Acquisitions

Our strategic mergers and acquisition program continues to be a critical part of our long-term growth strategy, adding established customer relationships and high demand capabilities to our existing portfolio of company capabilities. Since the beginning of our FY12, we have completed three strategic acquisitions that enhance our positions in high growth segments of our addressable market:


Other First Quarter Highlights

First Quarter Recognition

CACI Raises Its FY12 Guidance

We are raising our FY12 guidance due to our stronger operating performance, the first quarter commercial product sale, and the completion of the Paradigm Holdings and APG acquisitions, both of which closed after we issued our previous guidance in August. This guidance also reflects the accelerated share repurchase transaction. The table below summarizes the new guidance ranges for FY12 based on expected GAAP results:

                 
(In millions except for earnings per share)       New

FY 2012 Guidance

      Previous

FY 2012 Guidance

Revenue       $3,850 - $4,050       $3,750 - $3,950
Net income       $157-$163       $147 - $153
Effective corporate tax rate       39.9%       39.5%
Diluted earnings per share       $5.55-$5.80       $4.70 - $4.90
Diluted weighted average shares       28.2       31.3
           

This guidance represents our views as of November 2, 2011. Investors are reminded that actual results may differ for the reasons described herein and in our filings with the Securities and Exchange Commission.

Conference Call Information

We have scheduled a conference call for 8:30 AM Eastern Time Thursday, November 3, 2011 during which members of our senior management team will be making a brief presentation focusing on first quarter results and operating trends followed by a question-and-answer session. You can listen to the conference call and view the accompanying exhibits over the Internet by logging on to our homepage, www.caci.com , at the scheduled time, or you may dial 877-303-9143 and enter the confirmation code 11443802. A replay of the call will also be available over the Internet beginning at 1:00 PM Eastern Time Thursday, November 3, 2011 and can be accessed through our homepage ( www.caci.com ) by clicking on the CACI Investor Info button.

About CACI

Celebrating our 50th year in business, CACI sustains an exceptional record of success by providing professional services and IT solutions needed to prevail in the areas of defense, intelligence, homeland security, and IT modernization and government transformation. We deliver enterprise IT and network services; data, information, and knowledge management services; business system solutions; logistics and material readiness; C4ISR solutions and services; cyber solutions; integrated security and intelligence solutions; and program management and SETA support services. CACI solutions help federal clients provide for national security, improve communications and collaboration, secure information systems and networks, enhance data collection and analysis, and increase efficiency and mission effectiveness. A member of the Fortune 1000 Largest Companies and the Russell 2000 index, CACI provides dynamic careers for approximately 14,300 employees working in over 120 offices in the U.S. and Europe. Visit CACI on the web at www.caci.com and www.asymmetricthreat.net .

There are statements made herein which do not address historical facts, and therefore could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the following: economic conditions in the United States and globally (including the impact of uncertainty regarding U.S. debt limits and actions taken related thereto); terrorist activities or war; changes in interest rates; currency fluctuations; significant fluctuations in the equity markets; changes in our effective tax rate; valuation of contingent consideration in connection with business combinations; failure to achieve contract awards in connection with recompetes for present business and/or competition for new business; the risks and uncertainties associated with client interest in and purchases of new products and/or services; continued funding of U.S. government or other public sector projects, based on a change in spending patterns, or in the event of a priority need for funds, such as homeland security, the war on terrorism, or an economic stimulus package; government contract procurement (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; the results of government investigations into allegations of improper actions related to the provision of services in support of U.S. military operations in Iraq; the results of government audits and reviews conducted by the Defense Contract Audit Agency, the Defense Contract Management Agency, or other government entities with cognizant oversight; individual business decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances); market speculation regarding our continued independence; material changes in laws or regulations applicable to our businesses, particularly in connection with (i) government contracts for services, (ii) outsourcing of activities that have been performed by the government, and (iii) competition for task orders under Government Wide Acquisition Contracts (“GWACs”) and/or schedule contracts with the General Services Administration; the ability to successfully integrate the operations of our recent and any future acquisitions; our own ability to achieve the objectives of near term or long range business plans; and other risks described in the company’s Securities and Exchange Commission filings.

(Financial Tables follow)

CACI-Financial


 
Selected Financial Data
 
CACI International Inc
Condensed Consolidated Statements of Operations (Unaudited)
(Amounts in thousands, except per share amounts)
 
 
    Quarter Ended    
9/30/2011     9/30/2010 % Change
Revenue $ 924,395   $ 833,971   10.8 %
Costs of revenue
Direct costs 634,931 589,470 7.7 %
Indirect costs and selling expenses 200,282 179,322 11.7 %
Depreciation and amortization   13,528     13,082   3.4 %
Total costs of revenue   848,741     781,874   8.6 %
Operating income 75,654 52,097 45.2 %
Interest expense, net   5,600     5,833   -4.0 %
Income before income taxes 70,054 46,264 51.4 %
Income taxes   27,941     17,439   60.2 %

Net income before noncontrolling interest in earnings of joint venture

42,113 28,825 46.1 %

Noncontrolling interest in earnings of joint venture

  27     (170 )
Net income attributable to CACI $ 42,140   $ 28,655   47.1 %
 
Basic earnings per share $ 1.46 $ 0.95 54.1 %
Diluted earnings per share $ 1.41 $ 0.92 53.3 %
 
Weighted average shares used in per share computations:
Basic 28,915 30,304
Diluted 29,842 31,102
 
 
Statement of Operations Data (Unaudited)
 
Quarter Ended
9/30/2011 9/30/2010 % Change
Operating income margin 8.2 % 6.2 %
Tax rate 39.9 % 37.8 %
Net income margin 4.6 % 3.4 %
 
Pro forma EBITDA* $ 88,881 $ 66,737 33.2 %
Pro forma EBITDA margin 9.6 % 8.0 %
 
Pro forma adjusted net income* $ 54,220 $ 42,552 27.4 %

Pro forma diluted adjusted earnings per share

$ 1.82 $ 1.37 32.8 %
 

*See Reconciliation of Net Income to Pro Forma Earnings before Interest, Taxes, Depreciation and Amortization and to Pro Forma Adjusted Net Income on page 11.


 
Selected Financial Data (Continued)
 
CACI International Inc
Condensed Consolidated Balance Sheets (Unaudited)
(Amounts in thousands)
 
 
    9/30/2011     6/30/2011
ASSETS:
Current assets
Cash and cash equivalents $ 28,582 $ 164,817
Accounts receivable, net 597,696 573,042
Prepaid expenses and other current assets   48,084   44,219
Total current assets 674,362 782,078
 
Goodwill and intangible assets, net 1,466,152 1,374,387
Property and equipment, net 62,393 62,755
Other long-term assets   100,517   100,911
Total assets $ 2,303,424 $ 2,320,131
 
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Current portion of long-term debt $ 7,500 $ 7,500
Accounts payable 112,927 98,893
Accrued compensation and benefits 154,147 173,586
Other accrued expenses and current liabilities   174,797   157,242
Total current liabilities 449,371 437,221
 
Long-term debt, net of current portion 528,496 402,437
Other long-term liabilities   184,444   170,857
Total liabilities   1,162,311   1,010,515
 
Shareholders' equity   1,141,113   1,309,616
Total liabilities and shareholders' equity $ 2,303,424 $ 2,320,131
 

 
Selected Financial Data (Continued)
       
CACI International Inc
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Amounts in thousands)
 
 
Three Months Ended
9/30/2011 9/30/2010
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income before noncontrolling interest in earnings of joint venture

$ 42,113 $ 28,825

Reconciliation of net income to net cash provided by operating activities:

Depreciation and amortization 13,528 13,082
Non-cash interest expense 2,934 2,742
Amortization of deferred financing costs 809 740
Stock-based compensation expense 3,212 4,906
Provision for deferred income taxes 8,555 2,969
Undistributed earnings of unconsolidated joint ventures (264 ) (314 )

Changes in operating assets and liabilities, net of effect of business acquisitions:

Accounts receivable, net (11,972 ) (14,925 )
Prepaid expenses and other assets (2,613 ) (10,192 )
Accounts payable and accrued expenses 16,826 (23,340 )
Accrued compensation and benefits (28,153 ) (22,247 )
Income taxes receivable and payable 11,740 16,901
Other liabilities   (568 )   8,583  
Net cash provided by operating activities   56,147     7,730  
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,096 ) (3,308 )
Purchases of businesses, net of cash acquired (104,768 ) (387 )
Investment in unconsolidated joint ventures - (4,965 )
Other   (323 )   159  
Net cash used in investing activities   (108,187 )   (8,501 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (repayments) under credit facilities 123,125 (128,601 )
Proceeds from employee stock purchase plans 1,325 1,507
Proceeds from exercise of stock options 1,337 253
Repurchases of common stock (209,680 ) (17,767 )
Other   155     139  
Net cash used in financing activities   (83,738 )   (144,469 )
Effect of exchange rate changes on cash and cash equivalents   (457 )   843  
Net decrease in cash and cash equivalents (136,235 ) (144,397 )
Cash and cash equivalents, beginning of period   164,817     254,543  
Cash and cash equivalents, end of period $ 28,582   $ 110,146  
 

 
Selected Financial Data (Continued)
 
Revenue by Customer Type (Unaudited)
 
    Quarter Ended                  
(dollars in thousands) 9/30/2011     9/30/2010    

$ Change

    % Change
Department of Defense $ 733,267     79.3 %     $ 656,525     78.7 %     $ 76,742     11.7 %
Federal Civilian Agencies 134,009 14.5 % 136,549 16.4 % (2,540 ) -1.9 %
Commercial 52,982 5.7 % 37,878 4.5 % 15,104 39.9 %
State and Local Governments   4,137     0.5 %       3,019     0.4 %       1,118       37.0 %
Total $ 924,395     100.0 %     $ 833,971     100.0 %     $ 90,424       10.8 %
 
Revenue by Contract Type (Unaudited)
 
Quarter Ended                  
(dollars in thousands) 9/30/2011     9/30/2010    

$ Change

    % Change
Time and materials $ 292,603 31.7 % $ 380,348 45.6 % $ (87,745 ) -23.1 %
Cost reimbursable 374,613 40.5 % 263,773 31.6 % 110,840 42.0 %
Fixed price   257,179     27.8 %       189,850     22.8 %       67,329       35.5 %
Total $ 924,395     100.0 %     $ 833,971     100.0 %     $ 90,424       10.8 %
 
Revenue Received as a Prime versus Subcontractor (Unaudited)
 
Quarter Ended                  
(dollars in thousands) 9/30/2011     9/30/2010    

$ Change

    % Change
Prime $ 811,233 87.8 % $ 711,083 85.3 % $ 100,150 14.1 %
Subcontractor   113,162     12.2 %       122,888     14.7 %       (9,726 )     -7.9 %
Total $ 924,395     100.0 %     $ 833,971     100.0 %     $ 90,424       10.8 %
 
 
Contract Funding Orders Received (Unaudited)
 
    Quarter Ended              
(dollars in thousands) 9/30/2011     9/30/2010    

$ Change

    % Change
Contract Funding Orders $ 1,603,929       $ 1,457,295       $ 146,634     10.1 %
           
 
Direct Costs by Category (Unaudited)
 
    Quarter Ended
(dollars in thousands) 9/30/2011     9/30/2010    

$ Change

    % Change
Direct labor $ 236,765     37.3 %     $ 211,078     35.8 %     $ 25,687     12.2 %
Other direct costs   398,166     62.7 %       378,392     64.2 %       19,774     5.2 %
Total direct costs $ 634,931     100.0 %     $ 589,470     100.0 %     $ 45,461     7.7 %
 

Reconciliation of Total Revenue Growth and Organic Revenue Growth
(Unaudited)

We are presenting organic revenue growth to reflect the effect of acquisitions on total revenue growth. Revenue generated from the date a business is acquired through the first anniversary of that date is considered acquired revenue growth. All remaining revenue growth is considered organic. We believe that this non-GAAP financial measure provides investors with useful information to evaluate the growth rate of our core business. This non-GAAP measure should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

                       
Quarter Ended     Twelve Months Ended
(dollars in thousands) 9/30/2011     9/30/2010     % Change     9/30/2011     9/30/2010     % Change
Revenue, as reported $ 924,395 $ 833,971 10.8 % $ 3,668,203 $ 3,243,584 13.1 %
Less:
Acquired revenue   21,554                       70,759                
Organic revenue $ 902,841     $ 833,971     8.3 %     $ 3,597,444     $ 3,243,584     10.9 %
 

Selected Financial Data (Continued)
Reconciliation of Net Income to Pro Forma Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and to Pro Forma Adjusted Net Income
(Unaudited)

The Company views EBITDA, EBITDA margin, Adjusted Net Income and Diluted Adjusted Earnings Per Share as important indicators of performance, consistent with the manner in which management measures and forecasts the Company’s performance. EBITDA is a commonly used non-GAAP measure when comparing our results with those of other companies. We believe Adjusted Net Income is a significant driver of long-term value and is used by investors to measure our performance. This measure in particular assists readers in further understanding our results and trends from period-to-period by removing certain non-cash items that do not impact the cash flow performance of our business. We are presenting EBITDA, EBITDA margin, Adjusted Net Income and Diluted Adjusted Earnings Per Share on a pro forma basis, to remove the impact of the earn-out adjustments as we believe these pro forma measures are a better indicator of our ongoing, recurring operations. Pro forma EBITDA is defined by us as GAAP net income plus net interest expense, income taxes, and depreciation and amortization, and less the earn-out adjustment described on page 1. Pro forma EBITDA margin is pro forma EBITDA divided by revenue. Pro forma Adjusted Net Income is defined by us as GAAP net income plus stock-based compensation expense, depreciation and amortization, and amortization of financing costs, and less the earn-out adjustment described on page 1; net of related tax effects computed using an assumed marginal tax rate of 39.3 percent. Pro forma Diluted Adjusted Earnings Per Share is Pro forma Adjusted Net Income divided by diluted weighted-average shares, as reported. Pro forma EBITDA and Pro forma Adjusted Net Income as defined by us may not be computed in the same manner as similarly titled measures used by other companies. These non-GAAP measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

           
Quarter Ended
(dollars in thousands) 9/30/2011     9/30/2010     % Change
Net income, as reported $ 42,140 $ 28,655 47.1 %
Income taxes 27,941 17,439 60.2 %
Interest income and expense, net 5,864 6,147 -4.6 %
Depreciation and amortization 13,528 13,082 3.4 %
Earn-out adjustment   (592 )       1,414          
Pro forma EBITDA $ 88,881       $ 66,737       33.2 %
 
Quarter Ended
(dollars in thousands) 9/30/2011     9/30/2010     % Change
Revenue, as reported $ 924,395 $ 833,971 10.8 %
Pro forma EBITDA $ 88,881       $ 66,737       33.2 %
Pro forma EBITDA margin   9.6 %       8.0 %        
 
Quarter Ended
(dollars in thousands) 9/30/2011     9/30/2010     % Change
Net income, as reported $ 42,140 $ 28,655 47.1 %
Stock-based compensation 3,212 4,906 -34.5 %
Depreciation and amortization 13,528 13,082 3.4 %
Amortization of financing costs 809 740 9.3 %
Non-cash interest expense 2,934 2,742 7.0 %
Earn-out adjustment (592 ) 1,414
Related tax effect   (7,811 )       (8,987 )     -13.1 %
Pro forma adjusted net income $ 54,220       $ 42,552       27.4 %
 
Quarter Ended
(shares in thousands) 9/30/2011     9/30/2010     % Change
Diluted weighted average shares,
as reported 29,842 31,102
Diluted earnings per share, as reported $ 1.41       $ 0.92       53.3 %
Pro forma diluted adjusted earnings per share $ 1.82       $ 1.37       32.8 %
 

Selected Financial Data (continued)
Reconciliation of Operating Income, Net Income and Diluted Earnings Per Share to Pro Forma Amounts
(Unaudited)

As described on page 1, the Company is presenting pro forma Operating Income, Net Income and Diluted Earnings per Share to present results excluding the impact of earn-out adjustments recorded during the three month periods ended September 30, 2011 and 2010. During its fiscal year ended June 30, 2010, the Company completed two domestic acquisitions with acquisition related contingent consideration, or earn-outs, which represent additional purchase consideration based on the acquired company's performance post-acquisition. The fair values of the expected earn-outs were recorded as liabilities on the balance sheet as of each acquisition date, and are remeasured each quarter, with any change in the fair value of the liabilities reflected in the income statement. During the three month period ended September 30, 2011, the estimated earn-out liability was reduced, resulting in an increase to net income. This increase to net income was recorded in the income statement as a reduction in indirect costs and selling expenses. During the three month period ended September 30, 2010, the estimated earn-out liability was increased, resulting in a decrease to net income. This decrease to net income was recorded in the income statement as an increase in indirect costs and selling expenses. The change in the earn-out liability in each period presented is reflected in the tables below as the "Earn-out adjustment." The Company believes that presenting the key measures of Operating Income, Net Income, and Diluted Earnings per Share without the impact of these changes on indirect costs and selling expenses provides readers a better indicator of our ongoing, recurring operations. These non-GAAP measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

 
    Quarter Ended
(dollars in thousands) 9/30/2011     9/30/2010     % Change
Operating income, as reported $ 75,654     $ 52,097     45.2 %
Earn-out adjustment   (592 )       1,414          
Pro forma operating income $ 75,062       $ 53,511       40.3 %
 
 
Quarter Ended
(dollars in thousands) 9/30/2011     9/30/2010     % Change
Net income, as reported $ 42,140 $ 28,655 47.1 %
Earn-out adjustment (592 ) 1,414
Related tax effect*   233         (556 )        
Pro forma net income $ 41,781       $ 29,513       41.6 %
 
 
Quarter Ended
(shares in thousands) 9/30/2011     9/30/2010     % Change

Diluted weighted average shares, as reported

29,842 31,102
Diluted earnings per share, as reported $ 1.41       $ 0.92       53.3 %
Pro forma diluted earnings per share $ 1.40       $ 0.95       47.5 %
 
* Computed using an assumed marginal tax rate of 39.3 percent.
 

CONTACT:
CACI International Inc
Corporate Communications and Media:
Jody Brown, Executive Vice President, Public Relations
(703) 841-7801
jbrown@caci.com
or
Investor Relations:
David Dragics, Senior Vice President, Investor Relations
(866) 606-3471
ddragics@caci.com