The following discussion and analysis of our financial condition and results of
operations is provided to enhance the understanding of, and should be read
together with, our unaudited consolidated financial statements and the notes to
those statements that appear elsewhere in this Quarterly Report on Form 10-Q.

Information Relating to Forward-Looking Statements



There are statements made herein that 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 risk factors that could cause actual results to be materially
different from anticipated results. These risk factors include, but are not
limited to, the following:

• our reliance on U.S. government contracts, which includes general risk around

the government contract procurement process (such as bid protest, small

business set asides, loss of work due to organizational conflicts of interest,

etc.) and termination risks;

• significant delays or reductions in appropriations for our programs and

broader changes in U.S. government funding and spending patterns;

• legislation that amends or changes discretionary spending levels or budget

priorities, such as for homeland security or to address global pandemics like

COVID-19;

• legal, regulatory, and political change from successive presidential

administrations that could result in economic uncertainty;

• changes in U.S. federal agencies, current agreements with other nations,

foreign events, or any other events which may affect the global economy,

including the impact of global pandemics like COVID-19;

• the results of government audits and reviews conducted by the Defense Contract

Audit Agency, the Defense Contract Management Agency, or other governmental

entities with cognizant oversight;

• competitive factors such as pricing pressures and/or competition to hire and

retain employees (particularly those with security clearances);

• failure to achieve contract awards in connection with re-competes for present

business and/or competition for new business;

• regional and national economic conditions in the United States and globally,

including but not limited to: terrorist activities or war, changes in interest

rates, currency fluctuations, significant fluctuations in the equity markets,

and market speculation regarding our continued independence;

• our ability to meet contractual performance obligations, including

technologically complex obligations dependent on factors not wholly within our

control;

• limited access to certain facilities required for us to perform our work,

including during a global pandemic like COVID-19;

• changes in tax law, the interpretation of associated rules and regulations, or

any other events impacting our effective tax rate;

• changes in technology;

• the potential impact of the announcement or consummation of a proposed

transaction and our ability to successfully integrate the operations of our

recent and any future acquisitions;

• our ability to achieve the objectives of near term or long-term business

plans; and

• the effects of health epidemics, pandemics and similar outbreaks may have

material adverse effects on our business, financial position, results of

operations and/or cash flows.




The above non-inclusive list of risk factors may impact the forward-looking
statements contained in this Quarterly Report on Form 10-Q. In addition, other
risk factors include, but are not limited to, those described in "Item 1A. Risk
Factors" within our Annual Report on Form 10-K. The forward-looking statements
contained in this Quarterly Report on Form 10-Q are as of the date of its
filing.

                                       21

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Overview

The Company provides Expertise and Technology to Enterprise and Mission customers in support of national security missions and government transformation.

• Enterprise - CACI provides capabilities that enable the internal operations of

a government agency. This includes business systems, business process

reengineering, and enterprise information technology (IT). For example, CACI

customizes, implements, and maintains commercial-off-the-shelf (COTS) and

custom enterprise resource planning (ERP) systems. This includes financial,

human capital, asset and material, and logistics and supply chain management

systems. CACI also designs, develops, integrates, deploys and sustains

enterprise-wide IT systems in a variety of models. As an Amazon Web Services

(AWS) Premier Consulting Partner and Microsoft Cloud Solution Provider for

Government, we deliver cloud-powered solutions, performance-based service

management, mobility, defensive cyber and network security, end-user services,

and infrastructure services.

• Mission - CACI provides capabilities that enable the execution of a government

agency's primary function, or "mission". For example, we support strategic and

tactical Mission customers with capabilities in areas such as command and

control, communications, intelligence collection and analysis, signals

intelligence (SIGINT), electronic warfare (EW), and cyber operations. CACI

develops tools and offerings in an open, software-defined architecture with

multi-domain and multi-mission capabilities.

• Expertise - CACI provides Expertise to both Enterprise and Mission customers.

For Enterprise customers, we deliver talent with the specific technical and

functional knowledge to support internal agency operations. And for Mission

customers, we deliver talent with technical and domain knowledge to support

the execution of an agency's mission.

• Technology - CACI delivers Technology to both Enterprise and Mission

customers. For Enterprise customers, Technology includes developing and

implementing business systems, enterprise applications, and end-to-end IT

systems. We also modernize infrastructure through migration to the cloud and

IT or software as-a-service. For Mission customers, Technology includes

developing and deploying multi-domain offerings for signals intelligence,

electronic warfare, and cyber operations. We also deliver actionable

intelligence through multi-source collection and analysis. And we generate

unique intellectual property through advanced research and development.

Budgetary Environment



We carefully follow federal budget, legislative and contracting trends and
activities and evolve our strategies to take these into consideration. On August
2, 2019, the Bipartisan Budget Act of 2019 (BBA 2019) was signed into law. BBA
2019 called for defense spending, including Overseas Contingency Operations
(OCO) funds, of $738 billion in government fiscal year (GFY) 2020 and $740.5
billion in GFY 2021. Both represent increases from GFY 2019 levels of $716
billion. On January 1, 2021, the $740 billion National Defense Authorization Act
(NDAA) for GFY 2021 became law. While a detailed GFY 2022 budget proposal has
not yet been released, the Biden administration has released a top-line proposal
for GFY 2022, which proposes aggregate defense spending of $753 billion, up 1.7%
from GFY 2021. We believe that bipartisan support remains for continued
investment in the areas of defense and national security.

While we view the budget environment as stable and believe there is bipartisan
support for continued investment in the areas of defense and national security,
it is uncertain when in any particular GFY that appropriations bills will be
passed. During those periods of time when appropriations bills have not been
passed and signed into law, government agencies operate under a continuing
resolution (CR). Depending on their scope, duration, and other factors, CRs can
negatively impact our business due to delays in new program starts, delays in
contract award decisions, and other factors. When a CR expires, unless
appropriations bills have been passed by Congress and signed by the President,
or a new CR is passed and signed into law, the government must cease operations,
or shutdown, except in certain emergency situations or when the law authorizes
continued activity. We continuously review our operations in an attempt to
identify programs potentially at risk from CRs so that we can consider
appropriate contingency plans.

                                       22

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Impact of COVID-19



As travel restrictions, social distancing advisories, and other requirements
began to be implemented in March 2020, we instructed our workforce to begin to
work remotely to the extent possible. While a majority of our workforce is able
to work remotely, some employees must still travel to client or company
facilities in order to work. While CACI employees were deemed part of the
'critical infrastructure workforce', ensuring their ability to work despite
state travel limitations, our business still experienced some impacts as a
result of COVID-19 risk mitigation efforts. For example, in order to reduce
personnel concentration and ensure social distancing in classified environments,
shift work was implemented, which reduced the number of hours our employees
could work and we could bill customers on certain programs. The Coronavirus Aid,
Relief, and Economic Security (CARES) Act, which was passed by Congress and
signed by the President on March 27, 2020, provided a mechanism to bill hours
where our employees are ready and able to work but unable to access required
facilities due to COVID-19. This support was subsequently extended through
September 30, 2021 as part of the American Rescue Plan Act of 2021, which was
signed into law on March 11, 2021. We continue to work with our customers to
implement the related provisions of the CARES Act, as well as appropriate risk
mitigation efforts and alternative work arrangements.

Market Environment



Across our addressable market, we provide expertise and technology to government
enterprise and mission customers. Based on the analysis of an independent market
consultant retained by the Company, we believe that the total addressable market
for our offerings is approximately $230 billion. Our addressable market is
expected to continue to grow over the next several years. Approximately 70
percent of our revenue comes from defense-related customers, including those in
the Intelligence Community (IC), with additional revenue coming from non-defense
IC, homeland security, and other federal civilian customers.

We continue to align the Company's capabilities with well-funded budget
priorities and took steps to maintain a competitive cost structure in line with
our expectations of future business opportunities. In light of these actions, as
well as the budgetary environment discussed above, we believe we are well
positioned to continue to win new business in our large addressable market. We
believe that the following trends will influence the USG's spending in our
addressable market:

• A stable USG budget environment, particularly in defense and

intelligence-related areas;

• A shift in focus from readiness toward increased capabilities, effectiveness,

and responsiveness;

• Increased USG interest in faster contracting and acquisition processes;

• Increased focus on cyber, space, and the electromagnetic spectrum as key

domains for National Security;

• Continued focus on counterterrorism, counterintelligence, and counter

proliferation as key U.S. security concerns;

• Balanced focus on enterprise cost reductions through efficiency, with

increased spend on IT infrastructure modernization and enhancements to cyber

security protections; and

• Increased investments in advanced technologies (e.g., Artificial Intelligence,

5G).




We believe that our customers' use of lowest price/technically acceptable (LPTA)
procurements, which contributed to pricing pressures in prior years, has
moderated, though price still remains an important factor in procurements. We
also continue to see protests of major contract awards and delays in USG
procurement activities. In addition, many of our federal government contracts
require us to employ personnel with security clearances, specific levels of
education and specific past work experience. Depending on the level of
clearance, security clearances can be difficult and time-consuming to obtain and
competition for skilled personnel in the information technology services
industry is intense. Additional factors that could affect USG spending in our
addressable market include changes in set-asides for small businesses, changes
in budget priorities as a result of the COVID-19 pandemic, and budgetary
priorities limiting or delaying federal government spending in general.

                                       23

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Results of Operations for the Three Months Ended March 31, 2021 and 2020

The following table provides our results of operations:





                                      Dollar Amount               Percentage of Revenue
                                   Three Months Ended              Three Months Ended
                                        March 31,                       March 31,                     Change
(dollars in thousands)            2021            2020            2021             2020           $            %
Revenue                        $ 1,551,918     $ 1,465,600           100.0 %         100.0 %   $ 86,318          5.9 %
Operating costs and
expenses:
Costs of revenue                 1,000,235         953,630            64.4            65.1       46,605          4.9
Indirect costs and selling
expenses                           369,015         371,135            23.8            25.2       (2,120 )       (0.6 )
Depreciation and
amortization                        31,230          27,159             2.0             1.9        4,071         15.0
Total operating costs and
expenses                         1,400,480       1,351,924            90.2            92.2       48,556          3.6
Income from operations             151,438         113,676             9.8             7.8       37,762         33.2
Interest expense and other,
net                                  8,954          14,087             0.6             1.0       (5,133 )      (36.4 )
Income before income taxes         142,484          99,589             9.2             6.8       42,895         43.1
Income tax expense                  22,140          19,012             1.4             1.3        3,128         16.5
Net income                     $   120,344     $    80,577             7.8 %           5.5 %   $ 39,767         49.4 %


Revenue. For the three months ended March 31, 2021, total revenue was $1.6
billion, 5.9 percent greater than last year with 5.3 percent from organic
growth. The remaining growth in revenue was attributable to acquired
revenues. Out of our primary customer groups, Department of Defense and Federal
Civilian revenue increased by $36.8 million (2.8 percent organic) and $44.5
million (12.3 percent organic), respectively, compared with the same period a
year ago.

The following table summarizes revenue by customer type with related percentages
of revenue for the three months ended March 31, 2021 and 2020, respectively:



                                      Dollar Amount               Percentage of Revenue
                                   Three Months Ended              Three Months Ended
                                        March 31,                       March 31,                     Change
(dollars in thousands)            2021            2020            2021             2020           $            %
Department of Defense          $ 1,074,056     $ 1,037,242            69.2 %          70.7 %   $ 36,814          3.5 %
Federal Civilian Agencies          405,855         361,320            26.2            24.7       44,535         12.3
Commercial and other                72,007          67,038             4.6             4.6        4,969          7.4
Total                          $ 1,551,918     $ 1,465,600           100.0 %         100.0 %   $ 86,318          5.9 %

DoD revenue includes services and products provided to the U.S. Army, our

single largest customer, where our services focus on supporting readiness,

tactical military intelligence, and communications systems. DoD revenue also

includes contracts with the U.S. Navy and other DoD agencies.

• Federal civilian agencies' revenue primarily includes services and products

provided to non-DoD agencies and departments of the U.S. federal government,

including intelligence agencies and Departments of Justice, Agriculture,

Health and Human Services, and State.

• Commercial and other revenue primarily includes services and products provided

to U.S. state and local governments, commercial customers, and certain foreign

governments and agencies through our International reportable segment.




Costs of Revenue. For the three months ended March 31, 2021, costs of revenue
increased $46.6 million or 4.9 percent, compared with the same period a year
ago. The increase is primarily related to direct and subcontractor labor costs
from organic growth on existing programs and acquired contracts and higher other
direct costs against our revenue arrangements, partially offset by a reduction
in travel related expenses. As a percentage of revenue, costs of revenue were
64.4 percent and 65.1 percent for the three months ended March 31, 2021 and
2020, respectively. The improvement in margins against the comparative period is
primarily due to strong program performance and our ability to deliver on
certain fixed-price contracts with less costs than originally estimated. In
addition, the Company's margins increased from a higher percentage of Technology
revenue as compared against the prior period.

Indirect Costs and Selling Expenses. For the three months ended March 31, 2021,
indirect costs and selling expenses decreased $2.1 million or 0.6 percent,
compared with the same period a year ago. The decrease is primarily related
to reduced labor-related expenses, including lower incentive compensation
expense and fringe benefits, and reduced indirect travel, partially offset by
increases in bid and proposal (B&P) costs and other professional services.

                                       24

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Depreciation and Amortization. For the three months ended March 31, 2021,
depreciation and amortization expense increased $4.1 million or 15.0 percent,
compared with the same period a year ago. The increase is primarily attributable
to intangible amortization from recent acquisitions and increased depreciation
from the Company's higher average property and equipment balances.

Interest Expense and Other, Net. For the three months ended March 31, 2021,
interest expense and other, net decreased $5.1 million or 36.4 percent, compared
with the same period a year ago. The decrease in interest expense is primarily
attributable to lower average outstanding debt balances on the Company's Credit
Facility and lower interest rates.

Income Tax Expense. For the three months ended March 31, 2021, the effective
income tax rate was 15.5 percent compared to 19.1 percent for the same period a
year ago. The decrease in the effective income tax rate in the current period
was primarily due to an increase in research and development credits for past
and current year tax filings.


                                       25

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Results of Operations for the Nine Months Ended March 31, 2021 and 2020

The following table provides our results of operations:





                                      Dollar Amount               Percentage of Revenue
                                    Nine Months Ended               Nine Months Ended
                                        March 31,                       March 31,                      Change
(dollars in thousands)            2021            2020            2021             2020            $            %
Revenue                        $ 4,480,135     $ 4,224,461           100.0 %         100.0 %   $ 255,674          6.1 %
Operating costs and
expenses:
Costs of revenue                 2,887,300       2,737,378            64.5            64.8       149,922          5.5
Indirect costs and selling
expenses                         1,071,826       1,081,175            23.9            25.6        (9,349 )       (0.9 )
Depreciation and
amortization                        93,608          81,888             2.1             1.9        11,720         14.3
Total operating costs and
expenses                         4,052,734       3,900,441            90.5            92.3       152,293          3.9
Income from operations             427,401         324,020             9.5             7.7       103,381         31.9
Interest expense and other,
net                                 28,021          45,612             0.6             1.1       (17,591 )      (38.6 )
Income before income taxes         399,380         278,408             8.9             6.6       120,972         43.5
Income tax expense                  78,914          50,659             1.7             1.2        28,255         55.8
Net income                     $   320,466     $   227,749             7.2 %           5.4 %   $  92,717         40.7 %


Revenue. For the nine months ended March 31, 2021, total revenue was $4.5
billion, 6.1 percent greater than last year with 5.2 percent from organic
growth. The remaining growth in revenue was attributable to acquired
revenues. Out of our primary customer groups, Department of Defense and Federal
Civilian revenue increased by $125.9 million (3.3 percent organic) and $118.7
million (11.0 percent organic), respectively, compared with the same period a
year ago.

The following table summarizes revenue by customer type with related percentages of revenue for the nine months ended March 31, 2021 and 2020, respectively:





                                      Dollar Amount               Percentage of Revenue
                                    Nine Months Ended               Nine Months Ended
                                        March 31,                       March 31,                      Change
(dollars in thousands)            2021            2020            2021             2020            $            %
Department of Defense          $ 3,091,126     $ 2,965,263            69.0 %          70.2 %   $ 125,863          4.2 %
Federal Civilian Agencies        1,186,068       1,067,342            26.5            25.3       118,726         11.1
Commercial and other               202,941         191,856             4.5             4.5        11,085          5.8
Total                          $ 4,480,135     $ 4,224,461           100.0 %         100.0 %   $ 255,674          6.1 %

DoD revenue includes services and products provided to the U.S. Army, our

single largest customer, where our services focus on supporting readiness,

tactical military intelligence, and communications systems. DoD revenue also

includes contracts with the U.S. Navy and other DoD agencies.

• Federal civilian agencies' revenue primarily includes services and products

provided to non-DoD agencies and departments of the U.S. federal government,

including intelligence agencies and Departments of Justice, Agriculture,

Health and Human Services, and State.

• Commercial and other revenue primarily includes services and products provided

to U.S. state and local governments, commercial customers, and certain foreign

governments and agencies through our International reportable segment.




Costs of Revenue. For the nine months ended March 31, 2021, costs of revenue
increased $149.9 million or 5.5 percent, compared with the same period a year
ago. The increase is primarily related to direct and subcontractor labor costs
from organic growth on existing programs and acquired contracts and higher other
direct costs against our revenue arrangements, partially offset by a reduction
in travel related expenses. As a percentage of revenue, costs of revenue were
64.5 percent and 64.8 percent for the nine months ended March 31, 2021 and 2020,
respectively. The improvement in margins against the comparative period is
primarily due to strong program performance and our ability to deliver on
certain fixed-price contracts with less costs than originally estimated. In
addition, the Company's margins increased from a higher percentage of Technology
revenue as compared against the prior period.

                                       26

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Indirect Costs and Selling Expenses. For the nine months ended March 31, 2021,
indirect costs and selling expenses decreased $9.3 million or 0.9 percent,
compared with the same period a year ago. The decrease is primarily related
to reduced B&P costs, indirect travel, and incentive compensation, partially
offset by increased indirect labor and other professional services.

Depreciation and Amortization. For the nine months ended March 31, 2021,
depreciation and amortization expense increased $11.7 million or 14.3 percent,
compared with the same period a year ago. The increase is primarily attributable
to intangible amortization from recent acquisitions and increased depreciation
from the Company's higher average property and equipment balances.

Interest Expense and Other, Net. For the nine months ended March 31, 2021, interest expense and other, net decreased $17.6 million or 38.6 percent, compared with the same period a year ago. The decrease in interest expense is primarily attributable to lower average outstanding debt balances on the Company's Credit Facility and lower interest rates.



Income Tax Expense. For the nine months ended March 31, 2021, the effective
income tax rate was 19.8 percent compared to 18.2 percent for the same period a
year ago. The increase in the effective income tax rate in the current period
was primarily due to a decrease in excess tax benefits related to employee
stock-based compensation, partially offset by an increase in research and
development credits for past and current year tax filings.


                                       27

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Contract Backlog

The Company's backlog represents total value on our existing contracts that has
the potential to be recognized into revenue as work is performed. The Company
includes unexercised option years in its backlog amount and excludes task orders
that may be issued underneath a multiple award IDIQ vehicle until such task
orders are issued.

The Company's backlog as of period end is either funded or unfunded:

• Funded backlog represents contract value appropriated by a customer that is

expected to be recognized into revenue.

• Unfunded backlog represents the sum of unappropriated contract value on

executed contracts and unexercised option years that is expected to be

recognized into revenue.




As of March 31, 2021, the Company had total backlog of $22.3 billion, compared
with $19.9 billion a year ago, an increase of 12.3 percent. Contract awards were
$1.6 billion for the three months ended March 31, 2021. Funded backlog as of
March 31, 2021 was $3.0 billion, compared with $2.96 billion a year ago, an
increase of 1.3 percent. The total backlog consists of remaining performance
obligations (see Note 6) plus unexercised options.

There is no assurance that all funded or potential contract value will result in
revenue being recognized. The Company continues to monitor our backlog as it is
subject to change from execution of new contracts, contract modifications or
extensions, government deobligations, or early terminations. Based on this
analysis, an adjustment to the period end balance may be required.

Liquidity and Capital Resources



To date, COVID-19 has not had a significant impact on our liquidity, cash flows
or capital resources. However, the continued spread of COVID-19 has led to
disruption and volatility in the global capital markets, which, depending on
future developments, could impact our capital resources and liquidity in the
future.

Existing cash and cash equivalents and cash generated by operations are our
primary sources of liquidity, as well as sales of receivables under our MARPA
(as defined and discussed in Note 10) and available borrowings under our Credit
Facility (as defined in Note 11) described below.

The Company has a $2,438.4 million Credit Facility, which consists of an
$1,500.0 million Revolving Facility and a $938.4 million Term Loan. The
Revolving Facility is a secured facility that permits continuously renewable
borrowings and has subfacilities of $100.0 million for same-day swing line
borrowings and $25.0 million for stand-by letters of credit. As of March 31,
2021, we had $1,020.0 million outstanding under the Revolving Facility and no
borrowings on the swing line.

The Term Loan is a five-year secured facility under which principal payments are
due in quarterly installments of $11.7 million until the balance is due in full
on June 30, 2024. As of March 31, 2021, $809.4 million was outstanding under the
Term Loan.

The interest rates applicable to loans under the Credit Facility are floating
interest rates that, at our option, equal a base rate or a Eurodollar rate plus,
in each case, an applicable margin based upon our consolidated total leverage
ratio.

The Credit Facility requires us to comply with certain financial covenants,
including a maximum total leverage ratio and a minimum interest coverage
ratio. The Credit Facility also includes customary negative covenants
restricting or limiting our ability to guarantee or incur additional
indebtedness, grant liens or other security interests to third parties, make
loans or investments, transfer assets, declare dividends or redeem or repurchase
capital stock or make other distributions, prepay subordinated indebtedness and
engage in mergers, acquisitions or other business combinations, in each case
except as expressly permitted under the Credit Facility. Since the inception of
the Credit Facility, we have been in compliance with all of the financial
covenants. A majority of our assets serve as collateral under the Credit
Facility.

A summary of the change in cash and cash equivalents is presented below:





                                                              Nine Months Ended
                                                                  March 31,
                                                            2021             2020
Net cash provided by operating activities               $    500,516     $  

357,825


Net cash used in investing activities                       (403,981 )       (156,768 )
Net cash used in financing activities                       (103,546 )       (194,627 )
Effect of exchange rate changes on cash and cash
equivalents                                                    5,366           (1,302 )
Net increase (decrease) in cash and cash equivalents    $     (1,645 )   $      5,128


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Our operating cash flow was $500.5 million for the nine months ended March 31,
2021. This represents an increase of $142.7 million or 39.9 percent, from our
operating cash flows of $357.8 million for the nine months ended March 31,
2020. The year-over-year increase primarily relates to increases of $92.7
million in FY2021 net income, $52.5 million related to deferrals of employer
related social security taxes under the CARES Act, and $8.6 million of other net
favorable working capital changes, partially offset by $11.1 million decrease in
net cash received from the Company's MARPA.

Cash used in investing activities was $404.0 million and $156.8 million during
the nine months ended March 31, 2021 and 2020, respectively. During the nine
months ended March 31, 2021, we paid $355.5 million for business acquisitions,
as compared to $102.4 million during the same period a year ago. Capital
expenditures of $51.3 million and $54.3 million during the first nine months of
FY2021 and FY2020, respectively, accounted for the remaining funds used in
investing activities.

Cash used in financing activities was $103.5 million and $194.6 million during
the nine months ended March 31, 2021 and 2020, respectively. During the nine
months ended March 31, 2021, we had net borrowings under our Credit Facility of
$415.8 million compared to net repayments of $155.2 million during the same
period a year ago. During FY2021, our net borrowings were primarily used to
finance the $500.0 million repurchase of our common stock. During the nine
months ended March 31, 2021 and March 31, 2020, we also used cash of $19.6
million and $30.6 million, respectively, to pay taxes on equity transactions.

We believe that the combination of internally generated funds, available bank
borrowings and cash and cash equivalents on hand will provide the required
liquidity and capital resources necessary to fund on-going operations, customary
capital expenditures, debt service obligations, share repurchases, and other
working capital requirements over the next twelve months. We may in the future
seek to borrow additional amounts under a long-term debt security. Over the
longer term, our ability to generate sufficient cash flows from operations
necessary to fulfill the obligations under the Credit Facility and any other
indebtedness we may incur will depend on our future financial performance which
will be affected by many factors outside of our control, including worldwide
economic and financial market conditions.

Critical Accounting Policies

There have been no significant changes to the Company's critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended June 30, 2020.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no material off-balance sheet financing arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk



The interest rates on both the Term Loan and the Revolving Facility are affected
by changes in market interest rates. We have the ability to manage these
fluctuations in part through interest rate hedging alternatives in the form of
interest rate swaps. We have entered into floating-to-fixed interest rate swap
agreements for an aggregate notional amount of $800.0 million related to a
portion of our floating rate indebtedness. All remaining balances under our Term
Loan, and any additional amounts that may be borrowed under our Revolving
Facility, are currently subject to interest rate fluctuations. With every one
percent fluctuation in the applicable interest rates, interest expense on our
variable rate debt for the nine months ended March 31, 2021 would have
fluctuated by approximately $4.9 million.

Approximately 2.9 percent and 3.0 percent of our total revenue in nine months
ended March 31, 2021 and 2020, respectively, was derived from our international
operations headquartered in the U.K. Our practice in our international
operations is to negotiate contracts in the same currency in which the
predominant expenses are incurred, thereby mitigating the exposure to foreign
currency exchange fluctuations. It is not possible to accomplish this in all
cases; thus, there is some risk that profits will be affected by foreign
currency exchange fluctuations. As of March 31, 2021, we held a combination of
euros and pounds sterling in the U.K. and the Netherlands equivalent to
approximately $57.3 million. This allows us to better utilize our cash resources
on behalf of our foreign subsidiaries, thereby mitigating foreign currency
conversion risks.

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